<PAGE>   1
                                EXPLANATORY NOTE

On November 14, 2000, this 10-Q was inadvertently filed under the company CIK
and CCC of Amerus Life Holdings, Inc., and has been accepted and disseminated to
the public as such rather than under its successor's, AmerUs Group Co., CIK and
CCC.

Therefore this 10-Q is being re-filed under the company CIK and CCC of Amerus
Group Co. This 10-Q is considered to be filed in a timely manner.
<PAGE>   2

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                    ----------------------------------------

                                   (Mark One)

              /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000

                                       OR

              / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from             to
                                           -----------    -----------

                        COMMISSION FILE NUMBER 000-30898

                                AMERUS GROUP CO.
             (Exact name of Registrant as specified in its charter)

                                699 WALNUT STREET
                           DES MOINES, IOWA 50309-3948
                    (Address of principal executive offices)

            IOWA                                              42-1458424
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

        Registrant's telephone number, including area code (515) 362-3600

               REGISTRANT WAS FORMERLY AMERUS LIFE HOLDINGS, INC.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes / x / No / /

The number of shares outstanding of each of the Registrant's classes of common
stock on November 10, 2000 was as follows:

                      Common Stock 30,004,744 shares

Exhibit index  - Page 50
Page 1 of 58




<PAGE>   3
                                      INDEX

                                                                      Page No.
                                                                      --------

PART I - FINANCIAL INFORMATION........................................    4

Item 1.       Financial Statements....................................    4

              Consolidated Balance Sheets
              September 30, 2000 (Unaudited) and December 31, 1999....    4

              Consolidated Statements of Income (Unaudited)
              For the Three Months Ended September 30, 2000 and 1999
              and the Nine Months Ended September 30, 2000 and 1999...    6

              Consolidated Statements of Comprehensive Income
              (Unaudited) For the Three Months Ended September 30,
              2000 and 1999 and the Nine Months Ended September 30,
              2000 and 1999...........................................    7

              Consolidated Statements of Cash Flows (Unaudited)
              For the Nine Months Ended September 30, 2000 and 1999...    8

              Notes to Consolidated Financial Statements
              (Unaudited) ............................................   11

Item 2.       Management's Discussion and Analysis of Results
              of Operations and Financial Condition ..................   24

Item 3.       Quantitative and Qualitative Disclosures About
              Market Risk.............................................   47


PART II - OTHER INFORMATION...........................................   48

Item 1.       Legal Proceedings.......................................   48

Item 2.       Changes in Securities and Use of Proceeds...............   48

Item 6.       Exhibits and Reports on Form 8-K........................   48


Signatures............................................................   49

Exhibit Index.........................................................   50



                                       2


<PAGE>   4



SAFE HARBOR STATEMENT

     All statements, trend analyses and other information contained in this
report relative to markets for the Company's products and trends in the
Company's operations or financial results, as well as other statements including
words such as "anticipate", "believe", "plan", "estimate", "expect", "intend",
and other similar expressions, constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors which may cause actual results to be materially different from those
contemplated by the forward-looking statements. Such factors include, among
other things: (1) general economic conditions and other factors, including
prevailing interest rate levels and stock market performance, which may affect
the ability of the Company to sell its products, the market value of the
Company's investments and the lapse rate and profitability of policies; (2) the
Company's ability to achieve anticipated levels of operational efficiencies and
cost-saving initiatives and to meet cash requirements based upon projected
liquidity sources; (3) customer response to new products, distribution channels
and marketing initiatives; (4) mortality, morbidity, and other factors which may
affect the profitability of the Company's insurance products; (5) changes in the
Federal income tax laws and regulations which may affect the relative tax
advantages of some of the Company's products; (6) increasing competition in the
sale of insurance and annuities; (7) regulatory changes or actions, including
those relating to regulation of insurance products and of insurance companies;
(8) ratings assigned to the Company and its subsidiaries by independent rating
organizations which the Company believes are particularly important to the sale
of its products; (9) the performance of the investment portfolio including the
ILICO investment and COLI; (10) the impact of purchase accounting adjustments;
(11) the ILICO anticipated completion dates; and (12) unanticipated litigation.
There can be no assurance that other factors not currently anticipated by
management will not also materially and adversely affect the Company's results
of operations.



                                       3


<PAGE>   5


PART I - FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                                AMERUS GROUP CO.
                           CONSOLIDATED BALANCE SHEETS
                                ($ in thousands)

                                               September 30,      December 31,
                                                   2000               1999
                                               -------------------------------
                                                (unaudited)
                                     Assets
Investments:
      Securities available-for-sale at fair value:
           Fixed maturity securities            $ 6,880,606        $ 6,680,951
           Equity securities                        149,808             45,268
           Short-term investments                       367                155
      Loans                                         486,722            608,917
      Real estate                                     7,590             45,756
      Policy loans                                  111,279            109,864
      Other investments                             325,974            292,493
                                                ------------------------------

                       Total investments          7,962,346          7,783,404

Cash and cash equivalents                           458,006            291,788
Accrued investment income                           102,322             92,197
Premiums, fees and other receivables                  2,093              9,798
Reinsurance receivables                               2,071             17,535
Deferred policy acquisition costs                   382,709            529,663
Value of business acquired                          447,514            230,542
Goodwill                                            174,320            206,324
Property and equipment                               53,560             51,626
Deferred income taxes                                24,775             76,457
Other assets                                        342,595            357,510
Closed Block assets (note 2)                      1,566,583          1,412,622
Assets of discontinued operations                    41,648             38,241
                                                ------------------------------
                       Total assets             $ 11,560,542       $11,097,707
                                                ==============================


See accompanying notes to consolidated financial statements.



                                       4

<PAGE>   6
                                AMERUS GROUP CO.
                           CONSOLIDATED BALANCE SHEETS
                                ($ in thousands)

                                                September 30,     December 31,
                                                   2000              1999
                                                ------------------------------
                                                (unaudited)

                      Liabilities and Stockholders' Equity

 Policy reserves and policyowner funds:
       Future life and annuity policy benefits  $ 7,637,034        $ 7,390,991
       Policyowner funds                            323,236            282,026
                                                ------------------------------
                                                  7,960,270          7,673,017

 Accrued expenses and other liabilities             521,090            157,480
 Dividends payable to policyowners                    3,794              2,248
 Policy and contract claims                           5,594             12,221
 Income taxes payable                                 7,194             21,932
 Notes and contract payable (note 3)                197,745            196,263
 Closed Block liabilities (note 2)                1,868,791          1,756,064
 Liabilities of discontinued operations              12,826             10,340
                                                ------------------------------

                       Total liabilities         10,577,304          9,829,565

 Minority interest                                        -            309,101

 Company-obligated mandatorily redeemable
       preferred capital securities of
       subsidiary trusts holding solely
       junior subordinated debentures of the
       Company                                      197,691            197,691

 Stockholders' equity:
       Preferred Stock, no par value,
            20,000,000 shares authorized,
            none issued                                   -                  -
       Common Stock, no par value,
            230,000,000 shares authorized:
            30,004,744 shares issued and
            outstanding in 2000                      30,005                  -
       Paid-in capital                              809,125                  -
       Accumulated other comprehensive
            income (loss)                           (52,053)           (78,628)
       Unearned compensation                           (152)              (187)
       Unallocated ESOP shares                       (1,378)              (797)
       Unassigned surplus                                 -            840,962
                                                ------------------------------
                       Total stockholders'
                         equity                     785,547            761,350
                                                ------------------------------

                       Total liabilities and
                         stockholders' equity   $11,560,542        $11,097,707
                                                ==============================


See accompanying notes to consolidated financial statements.


                                       5

<PAGE>   7


                                AMERUS GROUP CO.
                        CONSOLIDATED STATEMENTS OF INCOME
                     ($ in thousands, except per share data)
                                   (Unaudited)

                               Three Months Ended        Nine Months Ended
                                 September 30,              September 30,
                                2000        1999          2000        1999
                            ------------------------  ------------------------
Revenues:
      Insurance premiums    $    21,480  $    22,821  $    65,341  $    67,041
      Universal life and
         annuity product
         charges                 22,952       19,399       65,490       55,485
      Net investment income     147,053      141,473      435,984      411,926
      Realized gains (losses)
         on investments          (2,603)         967         (876)       6,818
      Other income                8,794        3,553       22,672       14,000
      Contribution from the
         Closed Block
         (note 2)                 5,558        6,207       17,126       19,121
                            ------------------------  ------------------------
                                203,234      194,420      605,737      574,391
                            ------------------------  ------------------------

Benefits and expenses:
      Policyowner benefits      112,701      116,831      330,487      327,527
      Underwriting,
         acquisition and
         other expenses          33,894       29,488      100,584       85,850
      Amortization of
         deferred policy
         acquisition costs
         and value of
         business acquired       17,459       15,597       56,320       52,168
      Dividends to
         policyowners             1,640        1,396        4,337        3,419
                            ------------------------  ------------------------
                                165,694      163,312      491,728      468,964
                            ------------------------  ------------------------

Income from operations           37,540       31,108      114,009      105,427

Interest expense                  7,603        6,963       22,430       21,967
                            ------------------------  ------------------------


Income before income tax
  expense and minority
  interest                       29,937       24,145       91,579       83,460

Income tax expense (note 4)      13,098        7,919       36,756       27,951
Minority interest                 6,407        6,921       21,677       21,295
                            ------------------------  ------------------------

Net income from continuing
  operations                $    10,432  $     9,305  $    33,146  $    34,214

Discontinued operations:
      Income (loss) from
         discontinued
         operations, net
         of tax                     712         (730)         655          307
                            ------------------------  ------------------------
          Net income        $    11,144  $     8,575  $    33,801  $    34,521
                            ========================  ========================

Earnings per common share:
      Basic                 $      0.59  $      0.49  $      1.89  $      1.99
                            ========================  ========================
      Diluted               $      0.59  $      0.49  $      1.88  $      1.98
                            ========================  ========================

Weighted average common
  shares outstanding
      Basic                  18,888,948   17,390,165   17,893,406   17,390,165
                            ========================  ========================
      Diluted                19,026,397   17,551,797   17,934,801   17,463,913
                            ========================  ========================


See accompanying notes to consolidated financial statements.



                                       6



<PAGE>   8

                                AMERUS GROUP CO.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                ($ in thousands)
                                   (Unaudited)

                               Three Months Ended        Nine Months Ended
                                  September 30,            September 30,
                                2000         1999         2000        1999
                            ------------------------  ------------------------

Net Income                  $    11,144  $     8,575  $    33,801  $    34,521

Other comprehensive income
   (loss), before tax
   Unrealized gains (losses)
     on securities
   Unrealized holding gains
     (losses) arising
     during period               81,450      (46,579)      66,080     (128,173)
   Less: reclassification
     adjustment for gains
     (losses) included in
     net income                  (4,527)      (1,550)      (4,298)         334
                            ------------------------  ------------------------

   Other comprehensive
     income (loss), before
     tax                         85,977      (45,029)      71,008     (128,507)

   Income tax (expense)
     benefit related to
     items of other
     comprehensive income       (30,092)      15,760      (24,853)      44,978
                            ------------------------  ------------------------

                                 55,885      (29,269)      46,155      (83,529)
   Amounts attributable to:
     Minority interest          (23,494)      12,162      (19,580)      34,340
                            ------------------------  ------------------------

Other comprehensive income
   (loss), net of tax            32,391      (17,107)      26,575      (49,189)
                            ------------------------  ------------------------

Comprehensive income (loss) $    43,535  $    (8,532) $    60,376  $   (14,668)
                            ========================  ========================


 See accompanying notes to consolidated financial statements.

                                       7




<PAGE>   9


                                AMERUS GROUP CO.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (Unaudited)

                                                         Nine Months Ended
                                                            September 30,
                                                          2000         1999
                                                      ------------------------

Cash flows from operating activities
      Net Income                                      $    33,801  $    34,521
      Less: (Income) loss from discontinued
          operations                                         (655)        (307)
                                                      ------------------------
                                                           33,146       34,214

      Adjustments to reconcile net income to net cash
          provided by operating activities:
          Policyowner assessments on universal life
               and annuity products                       (44,458)     (39,412)
          Interest credited to policyowner account
               balances                                   234,990      233,839
          Realized investment (gains) losses                  876       (6,818)
          Goodwill amortization                             6,400        5,640
          VOBA amortization                                23,485       22,611
          Minority interest                                21,677       21,295
      Change in:
          Accrued investment income                       (10,125)     (14,253)
          Reinsurance receivables                          15,464       (2,000)
          Deferred policy acquisition costs              (113,448)     (82,822)
          Liabilities for future policy benefits           12,535      568,051
          Policy and contract claims and other
               policyowner funds                           (5,018)      (6,158)
          Income taxes:
               Current                                    (14,738)       3,448
               Deferred                                    29,510       18,821
      Other, net                                            5,608       76,358
      Change in Closed Block assets and
          liabilities, net                                 92,168       56,092
                                                      -------------------------

          Net cash provided by operating activities       288,072      888,906
                                                      ------------------------

Cash flows from investing activities
      Purchase of fixed maturities available-for-sale  (1,401,864)  (3,031,056)
      Maturities, calls and principal reductions of
          fixed maturities available for sale           1,279,909    2,397,198
      Purchase of equity securities                      (128,697)    (211,670)
      Proceeds from sale of equity securities              21,734      227,243
      Change in short-term investments, net                     -        9,173
      Purchase of loans                                   (70,587)     (99,415)




                                       8



<PAGE>   10
                                AMERUS GROUP CO.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (Unaudited)

                                                         Nine Months Ended
                                                            September 30,
                                                         2000         1999
                                                      ------------------------

      Proceeds from repayment and sale of loans           196,701      191,861
      Purchase of real estate and other
           invested assets                               (116,300)     (92,028)
      Proceeds from sale of real estate and other
           invested assets                                129,471       40,177
      Change in policy loans, net                          (1,415)       1,304
      Other assets, net                                     1,413       (2,066)
      Change in Closed Block investments, net             (85,658)     (44,751)
      Purchase of minority interest                        (1,151)      (5,880)
                                                      ------------------------
           Net cash (used in) investing activities       (176,444)    (619,910)
                                                      ------------------------

Cash flows from financing activities:
      Deposits to policyowner account balances          1,104,648      717,835
      Withdrawals from policyowner account balances    (1,050,272)    (869,815)
      Change in debt, net                                   1,482       15,904
      Dividends to shareholders                            (1,268)      (3,916)
      Retirement of company-obligated mandatorily
           redeemable capital securities                        -       (1,523)
                                                      ------------------------
           Net cash provided by (used in)
             financing activities                          54,590     (141,515)
                                                      ------------------------
           Net increase (decrease) in cash                166,218      127,481

Cash and cash equivalents at beginning of period          291,788      138,172
                                                      ------------------------
Cash and cash equivalents at end of period            $   458,006  $   265,653
                                                      ========================

Supplemental disclosure of cash activities:

      Interest paid                                   $    23,903  $    23,427
                                                      ========================
      Income taxes paid                               $     6,592  $    15,528
                                                      ========================

                                       9

<PAGE>   11
                                AMERUS GROUP CO.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (Unaudited)

                                                          Nine Months Ended
                                                             September 30,
                                                         2000          1999
                                                      ------------------------

Details of acquisition:
      Minority interest ownership in
         assets acquired                              $ 4,750,145  $         -
      Minority interest ownership of
         liabilities assumed                            4,499,238            -
                                                      ------------------------
      Fair value of minority interest acquired            250,907            -
      Allocation of excess costs of acquiring
           the minority interest over the fair
           value of identifiable assets
           less liabilities                                47,113            -

      Value of common stock issued to acquire         ------------------------
           minority interest                          $   298,020  $         -
                                                      ========================


 See accompanying notes to consolidated financial statements.


                                       10



<PAGE>   12


AMERUS GROUP CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


(1)  SUMMARY OF BUSINESS ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

     AmerUs Group Co. (Company) is a holding company engaged through its
subsidiaries in the business of marketing, underwriting and distributing a broad
range of individual life insurance and annuity products to individuals and
businesses in 49 states, the District of Columbia and the U.S. Virgin Islands.
The Company also owns a real estate management company in which it conducts
limited real estate management, development, syndication and marketing
activities. The Company has two reportable operating segments: Life Insurance
and Annuities. The Life Insurance segment's primary product offerings consist of
whole life, universal life and term life insurance policies. The primary product
offerings of the Annuity segment are fixed annuities.

     The Company sold certain lines of business and made the decision to exit
certain other businesses in 1998. These businesses are referred to as
discontinued operations and include the following activities: banking,
residential real estate brokerage, residential land development, and mortgage
banking.

REORGANIZATION

     The Company was formerly known as American Mutual Holding Company (AMHC)
and was a mutual insurance holding company whose principal asset was a 58%
interest in AmerUs Life Holdings, Inc. (ALHI). Public stockholders owned the
remaining 42% interest in ALHI (Minority Interest). ALHI was a holding company
which directly or indirectly owned three principal life insurance subsidiaries:
AmerUs Life Insurance Company (AmerUs), American Investors Life Insurance
Company (American) and Delta Life and Annuity Company (Delta). On September 20,
2000, AMHC converted to stock form, changed its name to AmerUs Group Co. and
acquired the Minority Interest of ALHI by issuing AmerUs Group Co. common stock
in exchange for the outstanding shares of ALHI held by the public. The value of
the stock exchange was approximately $298 million and ALHI merged into the
Company simultaneously with the stock exchange.

     Prior to the conversion of the Company to a stock form, the Company was
owned by individuals and entities who held insurance policies or annuity
contracts issued by AmerUs (Members). In the conversion, which is referred to as
a "demutualization", the Company distributed cash, policy credits and its newly
issued common stock to its Members in exchange for their membership interests.
The value of the distribution totaled approximately $792 million.

     The acquisition of the ALHI minority interest by the Company was accounted
for as a purchase and accordingly 42% of the book value of the assets and
liabilities of ALHI were adjusted to market value as of the acquisition date.
Approximately 42% of the ALHI earnings for the reporting periods up to the
acquisition date are reduced from the Company's results of operations on the
line titled "Minority interest" on the Company's Consolidated Statements of
Income. From the acquisition date forward, the Company's results of operations
include 100% of these earnings.

CONSOLIDATION AND BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to




                                       11


<PAGE>   13
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for annual financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included. All
adjustments were of a normal recurring nature, unless otherwise noted in
Management's Discussion and Analysis and the Notes to Financial Statements.
Operating results for the three months and nine months ended September 30, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000, see further discussion in Management's Discussion and
Analysis. For further information and for capitalized terms not defined in this
10-Q, refer to the consolidated financial statements and notes thereto included
in the Company's predecessor AmerUs Life Holdings, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1999.

     Certain amounts in the 1999 financial statements have been reclassified to
conform to the 2000 financial statement presentation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     In accordance with Generally Accepted Accounting Principals (GAAP),
universal life insurance premiums and annuity deposits received are reflected as
increases in liabilities for policyowner account balances and not as revenues.
Revenues reported for universal life and annuity products consist of policy
charges for the cost of insurance, administration charges and surrender charges
assessed against policyowner account balances. Surrender benefits paid relating
to universal life insurance policies and annuity products are reflected as
decreases in liabilities for policyowner account balances and not as expenses.
Amounts for interest credited to universal life and annuity policyowner account
balances and benefit claims in excess of policyowner account balances are
reported as expenses in the financial statements. The Company receives
investment income earned from the funds deposited into account balances by
universal life and annuity policyowners, the majority of which is passed through
to such policyowners in the form of interest credited.

     Premium revenues reported for traditional life insurance products are
recognized as revenues when due. Future policy benefits and policy acquisition
costs are recognized as expenses over the life of the policy by means of a
provision for future policy benefits and amortization of deferred policy
acquisition costs.

     The costs related to acquiring new business, including certain costs of
issuing policies and certain other variable selling expenses (principally
commissions), defined as policy acquisition costs, are deferred. The method of
amortizing deferred policy acquisition costs for life insurance products varies;
dependent upon whether the contract is participating or non-participating.
Participating contracts are those which are expected to pay dividends to
policyowners in proportion to their relative contribution to the Company's
statutory surplus. Non-participating life insurance deferred policy acquisition
costs are amortized over the premium-paying period of the related policies in
proportion to the ratio of annual premium revenues to total anticipated premium
revenues using assumptions consistent with those used in computing policy
benefit reserves. Deferred policy acquisition costs for participating policies
are amortized as an expense primarily in proportion to expected profits or
margins from such policies. This amortization is adjusted when current or
estimated future gross profits or margins on the underlying policies vary from
previous estimates. For example, the amortization of deferred policy acquisition
costs is accelerated when policy terminations are higher than originally
estimated or when investments supporting the policies are sold at a gain prior
to their anticipated maturity. Death and other policyowner benefits reflect
exposure to mortality risk and fluctuate from period to period based on the
level of claims incurred within insurance retention limits. The profitability of
the Company is primarily affected by expense levels, interest spread results
(i.e., the excess of investment earnings over the interest credited to
policyowners) and fluctuations in mortality, persistency and other policyowner
benefits. The Company has the ability to mitigate adverse experience through
adjustments to credited interest rates, policyowner dividends or cost of
insurance charges.



                                       12

<PAGE>   14


     EARNINGS PER COMMON SHARE

        Basic earnings per share of common stock are computed by dividing net
income by the weighted-average number of common shares outstanding during the
period. Diluted earnings per share assumes the issuance of common shares
applicable to stock options and warrants calculated using the treasury stock
method.


EMERGING ACCOUNTING ISSUES

     SFAS 133, 137 AND 138

     In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133 defines derivative instruments and provides comprehensive accounting and
reporting standards for the recognition and measurement of derivative and
hedging activities (including certain instruments embedded in other contracts).
It requires derivatives to be recorded in the consolidated balance sheet at fair
value and establishes criteria for hedges of changes in the fair value of
assets, liabilities or firm commitments, hedges or variable cash flows or
forecasted transactions, and hedges of foreign currency exposures of net
investments in foreign operations. Changes in the fair value of derivatives not
meeting specific hedge accounting criteria would be recognized in the
consolidated statement of operations. In June 1999, the FASB issued SFAS No. 137
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133." SFAS No. 137 delays the effective
date of SFAS No. 133 for all fiscal quarters until fiscal years beginning after
June 15, 2000. In June 2000, the FASB issued SFAS No. 138 "Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an amendment of
FASB Statement No. 133." SFAS No. 138 addresses a limited number of Statement
133 implementation issues, including expanding normal purchase and normal sale
exceptions, redefining specific risks that can be identified as hedged risks and
defining certain other provisions related to foreign-currency and intercompany
derivatives. SFAS No. 138 is effective for fiscal years beginning after June 15,
2000. The Company has evaluated SFAS No. 133 and 138 and has completed a
majority of the work in determining the impact of the statements on the
Company's Consolidated Financial Statements. However, due to outstanding issues
pending resolution with the FASB's Derivative Implementation Group, the Company
has not yet determined the final impact.

     SFAS 140

     In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No.
140 replaces SFAS No. 125 with the same title. It revises the standards for
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures, but it carries over most of
Statement 125's provisions without reconsideration. SFAS No. 140 is effective
for transfers and servicing of financial assets and extinguishment of
liabilities occurring after March 31, 2001 and for recognition and
reclassification of collateral and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
Company is evaluating SFAS No. 140 and has not determined its effect on the
Consolidated Financial Statements.

     STATUTORY ACCOUNTING CODIFICATION

     The NAIC has codified statutory accounting practices, which are expected to
constitute the only source of prescribed statutory accounting practices and are
effective in 2001. Codification will change prescribed statutory accounting
practices and may result in changes to the accounting practices that insurance
enterprises use to prepare their statutory financial statements. The Company is
evaluating the changes related to codification and has not determined the effect
on statutory surplus.





                                       13


<PAGE>   15


(2)  CLOSED BLOCK

     Summarized financial information of the Closed Block balance sheet as of
September 30, 2000 and December 31, 1999 and statements of income for the three
months and nine months ended September 30, 2000 and 1999 are as follows:


                                                     September 30, December 31,
                                                          2000         1999
                                                     -------------------------
                                                     (unaudited)
($ in thousands)

Assets:
Securities available for sale at fair value
        Fixed maturity securities                     $ 1,172,831  $ 1,087,672
        Short-term investments                                  -            -
Policy loans                                              200,876      188,035
Other investments                                             852          602
Cash and cash equivalents                                   3,293        5,910
Accrued investment income                                  16,942       14,949
Premiums, fees and other receivables                            -          957
Deferred policy acquisition costs                          50,074       97,141
Value of business acquired                                 74,028            -
Other assets                                               47,687       17,356
                                                      ------------------------
              Total Assets                            $ 1,566,583  $ 1,412,622
                                                      ========================

Liabilities:
Future life and annuity policy benefits               $ 1,643,532  $ 1,581,923
Policyowner funds                                           5,494        8,905
Accrued expenses and other liabilities                     59,442        7,582
Dividends payable to policyowners                         155,860      152,984
Policy and contract claims                                  4,463        4,670
                                                      ------------------------
              Total Liabilities                       $ 1,868,791  $ 1,756,064
                                                      ========================





                                       14

<PAGE>   16



                                              Three Months Ended September 30,
($ in thousands)                                   2000               1999
                                              --------------------------------
                                                         (unaudited)

Revenues and expenses:
Insurance premiums                            $      44,375      $      42,737
Universal life and annuity product charges            3,196              3,184
Net investment income                                28,617             26,408
Realized gains (losses) on investments                  371                (37)
Policyowner benefits                                (50,018)           (45,551)
Underwriting, acquisition and other expenses           (412)              (896)
Amortization of deferred policy
  acquisition costs                                  (3,479)            (3,830)
Dividends to policyowners                           (17,092)           (15,808)
                                              --------------------------------
Contribution from the Closed Block
  before income taxes                         $       5,558      $       6,207
                                              ================================


                                               Nine Months Ended September 30,
                                                   2000               1999
                                              --------------------------------
                                                        (unaudited)
Revenues and expenses:
Insurance premiums                            $     138,777      $     141,335
Universal life and annuity product charges            9,453              9,754
Net investment income                                83,440             82,414
Realized gains (losses) on investments                  414                625
Policyowner benefits                               (150,588)          (144,523)
Underwriting, acquisition and other expenses         (1,673)            (3,717)
Amortization of deferred policy acquisition
  costs                                             (10,808)           (16,419)
Dividends to policyowners                           (51,889)           (50,348)
                                              --------------------------------
Contribution from the Closed Block
  before income taxes                         $      17,126      $      19,121
                                              ================================




                                       15


<PAGE>   17
(3)  DEBT AND CAPITAL SECURITIES

     Debt consists of the following:

                                                   September 30,  December 31,
                                                        2000         1999
                                                   -------------  ------------
                                                    (unaudited)
 ($ in thousands)

 Federal Home Loan Bank community investment
     long-term advances with a weighted average
     interest rate of 6.284% at September 30,
     2000 (A)                                       $     15,745  $     16,088

 Notes payable to banks and insurance companies                -        23,175

 Revolving credit agreement                               57,000        32,000

 Senior notes bearing interest at 6.95%
       due June, 2005                                    125,000       125,000
                                                    ------------  ------------


                                                    $    197,745  $    196,263
                                                    ============  ============

 AmerUs Capital I 8.85 % Capital
       Securities Series A due
       February 1, 2007                             $     68,900  $     68,900

 AmerUs Capital II 7.00 % Adjustable
       Conversion-rate Equity Security
       Units due July 27, 2003                           128,791       128,791
                                                    ------------  ------------

                                                    $    197,691  $    197,691
                                                    ============  ============


(A)  The Company has multiple credit arrangements with the Federal Home Loan
Bank (FHLB). In addition to the long-term advances disclosed above, the Company
is eligible to borrow under variable-rate short term fed funds arrangements of
which no amount was outstanding at September 30, 2000. These borrowings are
secured and interest is payable at the current rate at the time of any advance.

     For an additional discussion of the terms of the above indebtedness refer
to the Company's predecessor AmerUs Life Holdings, Inc.'s consolidated financial
statements as of December 31, 1999.

(4)  FEDERAL INCOME TAXES

     The effective income tax rate for the nine months ending September 30, 2000
and 1999 varied from the prevailing corporate rate primarily as a result of
goodwill amortization, non-deductible reorganization costs and low income
housing and rehabilitation credits.




                                       16


<PAGE>   18
(5)  COMMITMENTS AND CONTINGENCIES

     The Company is obligated to make future capital contributions to various
partnerships of up to $30.3 million. The Company has also agreed to loan up to
$6.9 million to newly formed partnerships.

     The Company is party to financial instruments in the normal course of
business to meet the financing needs of its customers having risk exposure not
reflected in the balance sheet. These financial instruments include commitments
to extend credit, guarantees and standby letters of credit. Commitments to
extend credit are agreements to lend to customers. Commitments generally have
fixed expiration dates and may require payment of a fee. Since many commitments
expire without being drawn upon, the total amount of commitments does not
necessarily represent future cash requirements. The Company has also guaranteed
two loans for a fee. At September 30, 2000, outstanding commitments to extend
credit totaled approximately $21.9 million and loan guarantees totaled
approximately $6.5 million.

     The Company has an agreement with Bank One, N.A. whereby the Company
guarantees the payment of loans made to certain of the Company's managers and
executives for the purpose of purchasing Common Stock and ACES pursuant to the
Executive Stock Purchase Program. The liability of the Company in respect of the
principal amount of loans is limited to $25 million. The Company has also
guaranteed interest and all other fees and obligations owing on the loans. Each
participant in the program has agreed to repay the Company for any amounts paid
by the Company under the guarantee in accordance with a reimbursement agreement
entered into between the participant and the Company.

     AmerUs and its joint venture partner are contingently liable in the event
the joint venture, Ameritas Variable Life Insurance Company (AVLIC), cannot meet
its obligations. At September 30, 2000, AVLIC had statutory assets of $2,644.3
million, liabilities of $2,588.0 million, and surplus of $56.3 million. AmerUs
also has an outstanding commitment to lend AMAL Corporation (AMAL), AVLIC's
parent company, approximately $3.4 million upon AMAL's request before September
1, 2001.

     In the ordinary course of business, the Company and its subsidiaries are
engaged in certain litigation, none of which management believes is material to
the Company's results of operations.


(6)  ACQUISITION

     On September 20, 2000, the Company acquired the 42% Minority Interest of
its subsidiary, ALHI, in a stock exchange valued at approximately $298 million.
ALHI merged into the Company simultaneously with the stock exchange. The
acquisition of the ALHI minority interest by the Company was accounted for as a
purchase and accordingly 42% of the book value of the assets and liabilities of
ALHI were adjusted to market value as of the acquisition date. Goodwill was
reduced by approximately $45 million. Approximately 42% of the ALHI earnings for
the reporting periods up to the acquisition date are reduced from the Company's
results of operations on the line titled "Minority interest" on the Company's
Consolidated Statements of Income. From the acquisition date forward, the
Company's results of operations include 100% of these earnings.

                                       17

<PAGE>   19


     The following table sets forth certain pro forma operating data of the
Company for the nine months ended September 30, 2000 and the year ended December
31, 1999. This pro forma data assumes the purchase of the minority interest
occurred on January 1, 1999.


                                              September 30,       December 31,
                                                  2000               1999
                                              -------------      -------------

 ($ in thousands, except share data)

 Pro forma operating data:
     Total revenue                            $     593,800      $     745,500
     Net income                               $      46,100      $      46,900
     Diluted earnings per share of
       common stock                           $        1.54      $        1.55




(7)  PROPOSED COMBINATION

     On February 18, 2000, the Company and Indianapolis Life Insurance Company
(ILICO) entered into a definitive agreement for a combination of the companies.
Under the original terms of the agreement, ILICO demutualizes and ILICO's
members receive cash, policy credits and stock equivalent to the value of 11.25
million shares of the Company's stock and ILICO becomes a wholly-owned
subsidiary of the Company. However, on September 18, 2000 the terms of the
agreement were revised to reduce the value to the equivalent of 9.3 million
shares. The reduction in the number of shares was based on several factors,
including increased expenses related to ILICO's demutualization and a decrease
in revenues and earnings in ILICO's subsidiary operations. These factors were
partially offset by stronger than expected performance of ILICO itself.

     As part of the transaction, the Company made an investment of $100 million
in a downstream holding company of ILICO in February, 2000.

     ILICO is a 95-year old mutual life insurance and annuity company based in
Indianapolis, Indiana. ILICO and its subsidiaries are licensed to do business in
all 50 states and the District of Columbia. At September 30, 2000, ILICO had
total assets of $6.0 billion and insurance in force of $31.7 billion.

     The combination transaction is subject to normal closing conditions,
including appropriate policyholder/member, shareholder and regulatory approvals.
The Company expects the demutualization of ILICO and combination into the
Company to take place in the first quarter of 2001.


(8)  OPERATING SEGMENTS

     The Company has two operating segments: Life Insurance and Annuities.
Products generally distinguish a segment. A brief description of each segment
follows:

     LIFE INSURANCE

     Open Block: The primary product offerings consist of whole life, universal
     life and term life insurance policies. These products are marketed on a
     national basis primarily through a Preferred Producer agency system and a
     Personal Producing General Agent (PPGA) distribution system.

     Closed Block: The Closed Block was established for insurance policies which
     had a dividend scale in effect as of June 30, 1996. The Closed Block was
     designed to provide reasonable assurance to owners of insurance policies
     included therein that, after the reorganization of




                                       18


<PAGE>   20




     AmerUs, assets would be available to maintain the dividend scales and
     interest credits in effect prior to the reorganization if the experience
     underlying such scales and credits continues. The primary products included
     in the Closed Block are whole life, certain universal life policies and
     term life insurance policies.

     ANNUITIES

     The Annuity segment markets individual fixed annuities on a national basis
primarily through independent brokers and marketing companies. The Annuity
segment also includes one insurance contract issued to a commercial paper
conduit.

     The Company uses the same accounting policies and procedures to measure
operating segment income and assets as it uses to measure its consolidated
income from operations and assets with the exception of the elimination of
certain items which management believes are not necessarily indicative of
overall operating trends. For example, net realized capital gains or losses on
investments, excluding gains or losses on convertible debt which are considered
core earnings, are not included as part of operating segment income. These items
are shown between adjusted pre-tax operating income and income from operations
on the following operating segment income tables. Operating segment income is
generally income before non-core realized gains and losses, interest expense,
income tax and income or loss from discontinued operations. Premiums, product
charges, policyowner benefits, insurance expenses, amortization of deferred
policy acquisition costs and VOBA and dividends to policyowners are attributed
directly to each operating segment. Net investment income and core realized
gains and losses on investments are allocated based on directly-related assets
required for transacting the business of that segment. Other revenues and
benefits and expenses which are deemed not to be associated with any specific
segment are grouped together in the All Other category. These items primarily
consist of holding company revenues and expenses and the operations of the
companies real estate management subsidiary. The contribution to the operating
income of the life insurance segment from the Closed Block is reported as a
single line item.

     Assets are segmented based on policy liabilities directly attributable to
each segment. All assets allocated to the Closed Block are grouped together and
shown as a separate item entitled "Closed Block Assets."

     There are no significant intersegment transactions.

     There have been no material changes in segment assets since December 31,
1999.

     Operating segment income is as follows:



                                       19




<PAGE>   21


Operating Segment Income
($ in thousands)

Three Months Ended September 30, 2000

                                                                    Total
                      Life Insurance    Annuities    All Other   Consolidated
                      --------------------------------------------------------
Revenues:
   Insurance premiums    $ 16,980       $  4,453     $     47      $ 21,480
   Universal life and
     annuity product
     charges               13,863          9,089            -        22,952
   Net investment income   22,800        117,545        6,708       147,053
   Core realized gains
     on investments             -            980            -           980
   Other income                 -          5,899        2,895         8,794
   Contribution from
     the Closed Block       5,558              -            -         5,558
                         --------------------------------------------------

                           59,201        137,966        9,650       206,817

Benefits and expenses:
   Policyowner benefits    25,567         87,070           64       112,701
   Underwriting,
     acquisition, and
     other expenses        10,897         12,659        6,606        30,162
   Amortization of
     deferred policy
     acquisition costs
     and value of
     business acquired,
     net of non-core
     adjustment of
     ($2,551)               5,335         14,675            -        20,010
   Dividends to
     policyowners           1,640              -            -         1,640
                         --------------------------------------------------
                           43,439        114,404        6,670       164,513
                         --------------------------------------------------

Adjusted pre-tax
   operating income
   (loss)                $ 15,762       $ 23,562     $  2,980        42,304
                         ==================================================

   Non-core realized
     gains (losses) on
     investments                                                     (3,583)

   Amortization of
     deferred policy
     acquisition costs
     due to non-core
     realized gains or
     losses                                                           2,551

   Reorganization costs                                              (3,732)
                                                                   --------
Income from operations                                               37,540

Interest (expense)                                                   (7,603)

Income tax (expense)                                                (13,098)

Minority interest                                                    (6,407)

Income (loss) from
   discontinued
   operations, net
   of tax                                                               712
                                                                   --------
           Net income                                              $ 11,144
                                                                   ========



                                       20



<PAGE>   22
Operating Segment Income
($ in thousands)

Three Months Ended September 30, 1999

                                                                    Total
                      Life Insurance    Annuities    All Other   Consolidated
                      --------------------------------------------------------
Revenues:
   Insurance premiums    $ 15,816       $  6,936     $     69      $ 22,821
   Universal life and
     annuity product
     charges               11,384          8,015            -        19,399
   Net investment income   25,045        112,765        3,663       141,473
   Core realized gains
     on investments             -          3,184            -         3,184
   Other income                 -          1,467        2,086         3,553
   Contribution from
     the Closed Block       6,207              -            -         6,207
                         --------------------------------------------------
                           58,452        132,367        5,818       196,637

Benefits and expenses:
   Policyowner benefits    26,116         90,587          128       116,831
   Underwriting,
     acquisition, and
     other expenses        12,904          8,831        5,927        27,662
   Amortization of
     deferred policy
     acquisition costs
     and value of
     business acquired,
     net of non-core
     adjustment of $55      4,727         10,815            -        15,542
   Dividends to
     policyowners           1,396              -            -         1,396
                         --------------------------------------------------
                           45,143        110,233        6,055       161,431
                         --------------------------------------------------

Adjusted pre-tax
   operating income      $ 13,309       $ 22,134     $   (237)       35,206
                         ==================================================

   Non-core realized
     gains (losses)
     on investments                                                  (2,217)

   Amortization of
     deferred policy
     acquisition costs
     due to non-core
     realized gains
     or losses                                                          (55)

   Reorganization costs                                              (1,826)

                                                                   --------
Income from operations                                               31,108

Interest (expense)                                                   (6,963)

Income tax (expense)                                                 (7,919)

Minority interest                                                    (6,921)

Income (loss) from
   discontinued
   operations, net
   of tax                                                              (730)
                                                                   --------

           Net income                                              $  8,575
                                                                   ========



                                       21




<PAGE>   23


Operating Segment Income
($ in thousands)

Nine Months Ended September 30, 2000

                                                                    Total
                      Life Insurance    Annuities    All Other   Consolidated
                      --------------------------------------------------------
Revenues:
   Insurance premiums    $ 48,408       $ 16,793     $    140      $ 65,341
   Universal life and
     annuity product
     charges               38,159         27,331            -        65,490
   Net investment income   73,079        347,118       15,787       435,984
   Core realized gains
     on investments             -          3,063            -         3,063
   Other income                 -         15,412        7,260        22,672
   Contribution from
     the Closed Block      17,126              -            -        17,126
                         --------------------------------------------------
                          176,772        409,717       23,187       609,676

Benefits and expenses:
   Policyowner benefits    74,648        255,576          263       330,487
   Underwriting,
     acquisition, and
     other expenses        36,041         38,292       15,814        90,147
   Amortization of
     deferred policy
     acquisition costs
     and value of
     business acquired,
     net of non-core
     adjustment of
     ($6,267)              15,070         47,517            -        62,587
   Dividends to
     policyowners           4,337              -            -         4,337
                         --------------------------------------------------
                          130,096        341,385       16,077       487,558
                         --------------------------------------------------

Adjusted pre-tax
   operating income
   (loss)                $ 46,676       $ 68,332     $  7,110       122,118
                         ==================================================

   Non-core realized
     gains (losses) on
     investments                                                     (3,939)

   Amortization of
     deferred policy
     acquisition costs
     due to non-core
     realized gains or
     losses                                                           6,267

   Reorganization costs                                             (10,437)

                                                                   --------
Income from operations                                              114,009

Interest (expense)                                                  (22,430)

Income tax (expense)                                                (36,756)

Minority interest                                                   (21,677)

Income (loss) from
   discontinued
   operations, net
   of tax                                                               655
                                                                   --------

           Net income                                              $ 33,801
                                                                   ========



                                       22



<PAGE>   24


Operating Segment Income
($ in thousands)

Nine Months Ended September 30, 1999

                                                                    Total
                      Life Insurance    Annuities    All Other   Consolidated
                      --------------------------------------------------------
Revenues:
   Insurance premiums    $ 46,537       $ 20,339     $    165      $ 67,041
   Universal life and
     annuity product
     charges               34,990         20,495            -        55,485
   Net investment income   69,191        327,991       14,744       411,926
   Core realized gains
     on investments             -          9,010            -         9,010
   Other income                 -          4,602        9,398        14,000
   Contribution from
     the Closed Block      19,121              -            -        19,121
                         --------------------------------------------------
                          169,839        382,437       24,307       576,583

Benefits and expenses:
   Policyowner benefits    74,702        252,589          236       327,527
   Underwriting,
     acquisition, and
     other expenses        39,496         27,887       16,595        83,978
   Amortization of
     deferred policy
     acquisition costs
     and value of
     business acquired,
     net of non-core
     adjustment of
     $1,736                15,456         34,976            -        50,432
   Dividends to
     policyowners           3,419              -            -         3,419
                         --------------------------------------------------
                          133,073        315,452       16,831       465,356
                         --------------------------------------------------

Adjusted pre-tax
   operating income      $ 36,766       $ 66,985     $  7,476       111,227
                         ==================================================

   Non-core realized
     gains (losses)
     on investments                                                  (2,192)

   Amortization of
     deferred policy
     acquisition costs
     due to non-core
     realized gains or
     losses                                                          (1,736)

   Reorganization costs                                              (1,872)

                                                                   --------
Income from operations                                              105,427

Interest (expense)                                                  (21,967)

Income tax (expense)                                                (27,951)

Minority interest                                                   (21,295)

Income (loss) from
   discontinued
   operations, net of tax                                               307
                                                                   --------

           Net income                                              $ 34,521
                                                                   ========


                                       23



<PAGE>   25



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION


     The following analysis of the consolidated results of operations and
financial condition of the Company should be read in conjunction with the
Consolidated Financial Statements and related notes.


NATURE OF OPERATIONS

     The Company is a holding company engaged through its subsidiaries in the
business of marketing, underwriting and distributing a broad range of individual
life insurance and annuity products to individuals and businesses in 49 states,
the District of Columbia and the U.S. Virgin Islands. The Company also owns a
real estate management company in which it conducts limited real estate
management, development, syndication and marketing activities. The Company has
two reportable operating segments: Life Insurance and Annuities. The Life
Insurance segment's primary product offerings consist of whole life, universal
life and term life insurance policies. The primary product offerings of the
Annuity segment are fixed annuities.

     The Company sold certain lines of business and made the decision to exit
certain other businesses in 1998. These businesses are referred to as
discontinued operations and include the following activities: banking,
residential real estate brokerage, residential land development, and mortgage
banking.

REORGANIZATION

     The Company was formerly known as American Mutual Holding Company and was a
mutual insurance holding company whose principal asset was a 58% interest in
ALHI. Public stockholders owned the remaining 42% interest in ALHI. ALHI was a
holding company which directly or indirectly owned three principal life
insurance subsidiaries: AmerUs, American and Delta. On September 20, 2000, AMHC
converted to stock form, changed its name to AmerUs Group Co. and acquired the
Minority Interest of ALHI by issuing AmerUs Group Co. common stock in exchange
for the outstanding shares of ALHI held by the public. The value of the stock
exchange was approximately $298 million and ALHI merged into the Company
simultaneously with the stock exchange.

     Prior to the conversion of the Company to a stock form, the Company was
owned by individuals and entities who held insurance policies or annuity
contracts issued by AmerUs. In the conversion, which is referred to as a
"demutualization", the Company distributed cash, policy credits and its newly
issued common stock to its Members in exchange for their membership interests.
The value of the distribution totaled approximately $792 million.

     The acquisition of the ALHI minority interest by the Company was accounted
for as a purchase and accordingly 42% of the book value of the assets and
liabilities of ALHI were adjusted to market value as of the acquisition date.
Approximately 42% of the ALHI earnings for the reporting periods up to the
acquisition date are reduced from the Company's results of operations on the
line titled "Minority interest" on the Company's Consolidated Statements of
Income. From the acquisition date forward, the Company's results of operations
include 100% of these earnings.



                                       24


<PAGE>   26
PROPOSED COMBINATION

     On February 18, 2000, the Company and ILICO entered into a definitive
agreement for a combination of the companies. Under the original terms of the
agreement, ILICO demutualizes and ILICO's members receive cash, policy credits
and stock equivalent to the value of 11.25 million shares of the Company's stock
and ILICO becomes a wholly-owned subsidiary of the Company. However, on
September 18, 2000 the terms of the agreement were revised to reduce the value
to the equivalent of 9.3 million shares. The reduction in the number of shares
was based on several factors, including increased expenses related to ILICO's
demutualization and a decrease in revenues and earnings in ILICO's subsidiary
operations. These factors were partially offset by stronger than expected
performance of ILICO itself.

     As part of the transaction, the Company made an investment of $100 million
in a downstream holding company of ILICO in February, 2000.

     ILICO is a 95-year old mutual life insurance and annuity company based in
Indianapolis, Indiana. ILICO and its subsidiaries are licensed to do business in
all 50 states and the District of Columbia. At September 30, 2000, ILICO had
total assets of $6.0 billion and insurance in force of $31.7 billion.

     The combination transaction is subject to normal closing conditions,
including appropriate policyholder/member, shareholder and regulatory approvals.
The Company expects the demutualization of ILICO and combination into the
Company to take place in the first quarter of 2001.


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     In accordance with GAAP, universal life insurance premiums and annuity
deposits received are reflected as increases in liabilities for policyowner
account balances and not as revenues. Revenues reported for universal life and
annuity products consist of policy charges for the cost of insurance,
administration charges and surrender charges assessed against policyowner
account balances. Surrender benefits paid relating to universal life insurance
policies and annuity products are reflected as decreases in liabilities for
policyowner account balances and not as expenses. Amounts for interest credited
to universal life and annuity policyowner account balances and benefit claims in
excess of policyowner account balances are reported as expenses in the financial
statements. The Company receives investment income earned from the funds
deposited into account balances by universal life and annuity policyowners, the
majority of which is passed through to such policyowners in the form of interest
credited.

     Premium revenues reported for traditional life insurance products are
recognized as revenues when due. Future policy benefits and policy acquisition
costs are recognized as expenses over the life of the policy by means of a
provision for future policy benefits and amortization of deferred policy
acquisition costs.

     The costs related to acquiring new business, including certain costs of
issuing policies and certain other variable selling expenses (principally
commissions), defined as policy acquisition costs, are deferred. The method of
amortizing deferred policy acquisition costs for life insurance products varies;
dependent upon whether the contract is participating or non-participating.
Participating contracts are those which are expected to pay dividends to
policyowners in proportion to their relative contribution to the Company's
statutory surplus. Non-participating life insurance deferred policy acquisition
costs are amortized over the premium-paying period of the related policies in
proportion to the ratio of annual premium revenues to total anticipated premium
revenues using assumptions consistent with those used in computing policy
benefit reserves. Deferred policy acquisition costs for participating policies
are amortized as an expense primarily in proportion to expected profits or
margins from such policies. This



                                       25

<PAGE>   27




amortization is adjusted when current or estimated future gross profits or
margins on the underlying policies vary from previous estimates. For example,
the amortization of deferred policy acquisition costs is accelerated when policy
terminations are higher than originally estimated or when investments supporting
the policies are sold at a gain prior to their anticipated maturity. Death and
other policyowner benefits reflect exposure to mortality risk and fluctuate from
period to period based on the level of claims incurred within insurance
retention limits. The profitability of the Company is primarily affected by
expense levels, interest spread results (i.e., the excess of investment earnings
over the interest credited to policyowners) and fluctuations in mortality,
persistency and other policyowner benefits. The Company has the ability to
mitigate adverse experience through adjustments to credited interest rates,
policyowner dividends or cost of insurance charges.


ADJUSTED NET OPERATING INCOME

     The following table reflects net income adjusted to eliminate certain items
(net of applicable income taxes and minority interest) which management believes
do not necessarily indicate overall operating trends. For example, net realized
capital gains or losses on investments, excluding gains or losses on convertible
preferred stock and bonds which are considered core earnings, are eliminated.
Net realized capital gains or losses on investments may be realized at the sole
discretion of management and are often realized in accordance with tax planning
strategies. Therefore, net realized capital gains or losses do not reflect the
Company's ongoing earnings capacity. Different items are likely to occur in each
period presented and others may have different opinions as to which items may
warrant adjustment. Adjusted net operating income is the basis used by the
Company in assessing its overall performance. Adjusted net operating income as
described here may not be comparable to similarly titled measures reported by
other companies. The adjusted net operating income shown below does not
constitute net income computed in accordance with GAAP.

     The adjusted net operating income for the Company is not comparable to the
reported adjusted net operating income of ALHI for prior periods. The principal
difference is the reduction of the Company's adjusted net operating income due
to the minority interests' equity in earnings through September 20, 2000. The
minority interests' equity in earnings was $6.4 million, $6.9 million, $21.7
million and $21.3 million for the three months and nine months ended September
30, 2000 and 1999, respectively.



                                       26


<PAGE>   28

<TABLE>
<CAPTION>
                                                 For the Three Months Ended     For the Nine Months Ended
                                                       September 30,                  September 30,
                                                    2000            1999           2000            1999
                                                 --------------------------     -------------------------
($ in thousands, except per share data)
<S>                                              <C>            <C>             <C>             <C>
Net Income                                       $    11,144    $     8,575     $    33,801   $    34,521

Net non-core realized (gains) losses (A)               1,370            652             285           235

Net amortization of deferred policy
      acquisition costs due to non-core
      realized gains or losses (B)                    (1,045)            21          (2,431)          655

Reorganization costs (C)                               3,378          1,826           9,235         1,872

Discontinued operations (D)                             (712)           730            (655)         (307)

                                                 --------------------------     -------------------------
Adjusted Net Operating Income                    $    14,135    $    11,804     $    40,235   $    36,976
                                                 ==========================     =========================

Adjusted Net Operating Income
      per common share:
          Basic                                  $      0.75    $      0.68     $      2.25   $      2.13
                                                 ==========================     =========================
          Diluted                                $      0.74    $      0.67     $      2.24   $      2.12
                                                 ==========================     =========================

 Weighted average common
      shares outstanding:
          Basic                                   18,888,948     17,390,165      17,893,406    17,390,165
                                                 ==========================     =========================
          Diluted                                 19,026,397     17,551,797      17,934,801    17,463,913
                                                 ==========================     =========================

</TABLE>


(A)  Represents total realized gains or losses on investments less core
     realized gains or losses (defined as gains or losses on the convertible
     preferred stock and bond portfolio) adjusted for income taxes and
     minority interest on such amounts. Non-core realized gains or losses
     may vary widely between periods. Such amounts are determined by
     management's timing of individual transactions and do not necessarily
     correspond to the underlying operating trends.

(B)  Represents amortization of deferred policy acquisition costs on the
     non-core realized gains or losses that are included in product margins,
     adjusted for income taxes and minority interest on such amounts.

(C)  Represents costs directly related to the Company's reorganization and
     merger with ALHI. These costs consist primarily of legal, actuarial and
     consulting expenses.

(D)  Represents the net income from the Company's discontinued operations.

     Adjusted net operating income increased $2.4 million to $14.1 million, or
$0.74 per diluted share, for the third quarter of 2000 compared to $11.8
million, or $0.67 per diluted share, for the same period a year ago.
Year-to-date, adjusted net operating income increased to $40.2 million, or $2.24
per diluted share, from $37.0 million, or $2.12 per diluted share. The increases
in adjusted net operating income



                                       27


<PAGE>   29



between periods were primarily attributable to the growth in invested assets and
a decrease in operating expenses. This change is analyzed further in the
operating segment discussion.

     Adjusted net operating income for the third quarter of 2000 included the
following items: $2.7 million of after-tax earnings on the cash balances which
were distributed to the former Members in connection with the demutualization of
the Company, non-recurring expenses of $0.3 million, after-tax, related to the
former mutual holding company operations and a $1.6 million reduction due to the
Company's equity investment in the downstream holding company of ILICO (ILICO
investment). The loss on this equity investment was one of the factors in the
Company's reduction in the number of shares that will be issued in connection
with the ILICO combination discussed previously.

     Going forward, the ILICO investment is anticipated to perform at a level
similar to the other investments in the Company's investment portfolio. However,
future adjusted net operating income will no longer contain the investment
earnings on the cash distribution the Company made to its Members in late
October in connection with the Company's demutualization. Adjusting for these
factors and the non-recurring expenses would have had the effect of reducing
adjusted net operating income to $13.4 million or $0.70 per diluted share and
$34.8 million or $1.94 per diluted share for the third quarter 2000 and
year-to-date 2000, respectively, as shown in the table below:

<TABLE>
<CAPTION>

                                                   --------------------------------   --------------------------------
                                                      For the Three Months Ended          For the Nine Months Ended
                                                            September 30, 2000                September 30, 2000
                                                   --------------------------------   --------------------------------
                                                                      Per Share                          Per Share
                                                   Dollar amounts       Amounts       Dollar amounts      Amounts
                                                   --------------------------------   --------------------------------
($ in thousands, except per share data)
<S>                                                <C>                  <C>           <C>                <C>
Adjusted Net Operating Income                      $        14,135      $      0.74   $        40,235    $        2.24

After tax earnings on cash balances
 distributed in connection with the
 demutualization of the Company                             (2,651)           (0.14)           (7,338)           (0.41)

After-tax non-recurring mutual holding
  company expenses                                             282             0.01               282             0.02

Reduction due to equity investment in IL Group
  not performing at the Company's investment
  expectations, net of minority interest and taxes           1,635             0.09             1,635             0.09

                                                   --------------------------------   --------------------------------
                                                   $        13,401      $      0.70   $        34,814    $        1.94
                                                   ================================   ================================

Weighted average number of shares                                        19,026,397                         17,934,801

</TABLE>

THE CLOSED BLOCK

     The Closed Block was established on June 30, 1996 in connection with the
reorganization of AmerUs to a stock form. Insurance policies which had a
dividend scale in effect as of June 30, 1996, were included in the Closed Block.
The Closed Block was designed to provide reasonable assurance to owners of
insurance policies included therein that, after the reorganization of AmerUs,
assets would be available to maintain the dividend scales and interest credits
in effect prior to the reorganization if the experience underlying such scales
and credits continues. The contribution to the operating income of the Company
from the Closed Block is reported as a single line item in the income statement.
Accordingly, premiums, product charges, investment income, realized gains and
losses on investments, policyowner benefits and



                                       28


<PAGE>   30




dividends attributable to the Closed Block, less certain minor expenses
including amortization of deferred policy acquisition costs, are shown as a net
number under the caption "Contribution from the Closed Block". This results in
material reductions in the respective line items in the income statement while
having no effect on net income. The expenses associated with the administration
of the policies included in the Closed Block and the renewal commissions on
these policies are not charged against the Contribution from the Closed Block,
but rather are grouped with underwriting, acquisition and other expenses. Also,
all assets allocated to the Closed Block are grouped together and shown as a
separate item titled "Closed Block Assets". Likewise, all liabilities
attributable to the Closed Block are combined and disclosed as the "Closed Block
Liabilities".

OPERATING SEGMENTS

     The Company has two reportable operating segments: Life Insurance and
Annuities. Products generally distinguish a segment. The Company uses the same
accounting policies and procedures to measure operating segment income as it
uses to measure its consolidated income from operations with the exception of
the elimination of certain items which management believes are not necessarily
indicative of overall operating trends. These items are explained further in the
Adjusted Net Operating Income section of Management's Discussion and Analysis of
Results of Operations and Financial Condition. Revenues and benefits and
expenses are primarily attributed directly to each operating segment. Net
investment income and core realized gains and losses on investments are
allocated based on the directly-related asset portfolios. Other revenues and
expenses which are deemed not to be associated with any specific reportable
segment are grouped together in the All Other category. These items primarily
consist of holding company revenues and expenses and the operations of the
companies' real estate management subsidiary. The Company assesses the
performance of its operating segments before interest expense, income taxes, and
minority interest. Income from operations and operating segment information do
not include discontinued operations which are comprised of the former
residential land development, mortgage banking and home equity lending
activities of the Company.

SALES

   LIFE INSURANCE

     The following table sets forth information regarding the Company's life
insurance sales activity by product:

<TABLE>
<CAPTION>
                                              Sales Activity by Product
                                         Direct First Year Annualized Premiums

                                 For the Three Months Ended     For the Nine Months Ended
                                        September 30,                  September 30,
                                  2000               1999        2000             1999
                                 --------------------------     -------------------------
($ in thousands)
<S>                              <C>                <C>         <C>              <C>
Traditional life insurance:
      Participating whole life   $ 4,020            $ 2,941     $ 10,415         $ 12,585
      Term life                    1,232              1,758        5,762            4,206
Universal life                     3,531              3,193       11,917           10,198
                                 --------------------------     -------------------------

      Total                      $ 8,783            $ 7,892     $ 28,094         $ 26,989
                                 ==========================     =========================

</TABLE>


                                       29


<PAGE>   31





     Life insurance sales as measured by annualized premiums increased $0.9
million to $8.8 million for the third quarter of 2000 compared to $7.9 million
for the third quarter of 1999. Participating whole life sales and universal life
sales increased in the third quarter of 2000 compared to the same period in
1999. Participating whole life sales were higher then expected in the third
quarter of 2000 due to the placement of several large cases, while third quarter
2000 universal life sales continued at a higher level than 1999, as expected,
from the Company's introduction of new universal life products. Partially
offsetting the increased participating whole life and universal life sales were
decreased sales of term life. The decrease in term life sales from 1999 was
expected, as consumer demand for term products was unusually high in the last
half of 1999 due to consumer anticipation of price increases in 2000.

     For the first nine months of 2000, life insurance sales as measured by
annualized premiums were $28.1 million compared to $27.0 million for the same
period in 1999. Participating whole life sales for the first nine months of 2000
were lower than as compared to the same period in 1999 due in part to the
Company's introduction of new universal life products which has resulted in a
shift in focus from participating to universal products. In addition, there has
been an overall general industry decline in sales of participating products.
Term and universal life sales for the first nine months of 2000 increased $1.6
million and $1.7 million, respectively, over the same period a year ago
primarily due to new product introductions and product repricing.

     The following table sets forth the Company's life insurance collected
premiums, including collected premiums associated with the Closed Block, for the
periods indicated:

<TABLE>
<CAPTION>
                                                               Collected Premiums by Product
                                                For the Three Months Ended       For the Nine Months Ended
                                                       September 30,                   September 30,
                                                     2000           1999            2000           1999
                                                --------------------------      ---------------------------
($ in thousands)
<S>                                             <C>             <C>             <C>             <C>
Individual life premiums collected:
      Traditional life:
           First year and single                $    21,357     $   19,852      $    62,760     $    62,612
           Renewal                                   45,564         43,874          139,460         134,412
                                                --------------------------      ---------------------------

           Total                                     66,921         63,726          202,220         197,024

      Universal life:
           First year and single                      6,208          7,080           20,885          18,005
           Renewal                                   19,192         17,870           56,250          54,850
                                                --------------------------      ---------------------------

           Total                                     25,400         24,950           77,135          72,855

Total individual life                                92,321         88,676          279,355         269,879

      Reinsurance assumed                               485            345            1,122           1,165
      Reinsurance ceded                              (7,503)        (6,081)         (19,973)        (13,606)
                                                --------------------------      ---------------------------
Total individual life, net of reinsurance       $    85,303     $   82,940      $   260,504     $   257,438
                                                ==========================      ===========================
</TABLE>


                                       30


<PAGE>   32




     Traditional life insurance premiums collected were $66.9 million for the
third quarter of 2000 compared to $63.7 million for the same period in 1999 and
$202.2 million for the first nine months of 2000 compared to $197.0 million for
the first nine months of 1999. First year and single premium was level between
year-to-date periods which was consistent with the lower participating whole
life sales, offset by the higher term sales, as discussed previously. Renewal
direct collected premium was $5.1 million higher in the first nine months of
2000 as compared to the same period in 1999 primarily due to continued favorable
persistency and the continued growth of the block of business.

     Universal life insurance premiums collected were $25.4 million for the
third quarter of 2000 compared to $25.0 million for the third quarter of 1999.
Year-to-date universal life insurance premiums were $77.1 million in the first
nine months of 2000 compared to $72.9 million for the same period in 1999. The
increase in 2000 as compared to 1999 was primarily due to new products
introduced in mid-1999.

     Effective January 1, 2000, the Company entered into additional reinsurance
agreements which effectively reduced the Company's retention limit to $100,000
for the majority of policies issued since July 1, 1996 and for the majority of
new business going forward. As a result of these new agreements, reinsurance
ceded was $6.4 million higher for the first nine months of 2000 as compared to
the same period in 1999.


     The following table sets forth information regarding the Company's life
insurance in force for each date presented:


                                            Individual Life Insurance in Force
                                                   As of September 30,
                                                2000                  1999
                                            ----------------------------------
($ in thousands)

Traditional life
      Number of policies                         248,132               250,834
      GAAP life reserves                    $  1,722,442          $  1,616,149
      Face amounts                          $ 23,385,000          $ 20,782,000

Universal life
      Number of policies                         113,134               113,272
      GAAP life reserves                    $    948,778          $    913,694
      Face amounts                          $ 12,552,000          $ 12,188,000

Total life insurance
      Number of policies                         361,266               364,106
      GAAP life reserves                    $  2,671,220          $  2,529,843
      Face amounts                          $ 35,937,000          $ 32,970,000




     While the total policy count continues to decline consistent with industry
trends, the average size of policy continues to increase from $90,550 in 1999 to
$99,475 in 2000. As a result, total insurance in force has grown to $35.9
billion as of September 30, 2000.



                                       31



<PAGE>   33


     ANNUITIES

     The following table sets forth annuity collected premiums for the periods
indicated:
<TABLE>
<CAPTION>
                                                           Collected Premiums by Product
                                            For the Three Months Ended     For the Nine Months Ended
                                                   September 30,                  September 30,
                                               2000            1999            2000         1999
                                            --------------------------     -------------------------
($ in thousands)
<S>                                         <C>             <C>            <C>             <C>
Fixed annuities                             $  297,240      $  212,503     $   754,648     $ 627,563
Multi-choice annuities                          33,989               -          84,023             -
Equity-index annuities                          62,654          36,313         203,745        45,528
                                            --------------------------     -------------------------

      Total                                    393,883         248,816       1,042,416       673,091

Reinsurance assumed                                  -          59,561               -        59,561
Reinsurance ceded                                  (36)            (39)           (152)         (226)
                                            --------------------------     -------------------------

Total annuities, net of reinsurance         $  393,847      $  308,338     $ 1,042,264     $ 732,426
                                            ==========================     =========================

</TABLE>


     The Company markets its annuity products on a national basis through
networks of independent agents whom are supervised by regional vice presidents
and directors or Independent Marketing Organizations (IMOs). The Company's IMOs
consist of approximately 70 contracted organizations and three wholly-owned
organizations. Annuity collected premiums were $393.9 million for the third
quarter of 2000 compared to $248.8 million for the same period in 1999.
Year-to-date annuity collected premiums increased 54.9% to $1,042.4 million for
2000 compared to $673.1 million for 1999. The increase in annuity collected
premiums was primarily attributable to the introduction of new equity-index and
multi-choice annuity products in late-1999 and first quarter of 2000. The
multi-choice annuity product provides for various earnings strategies under one
product, such as a long-term equity index, an annual equity index, an investment
grade bond index, and a guaranteed one-year rate. Earnings are credited to this
product based on the increases in the applicable indices, less management fees,
and funds may be moved between investment alternatives. In addition to the
increases in multi-choice and equity-index annuities, fixed annuity collected
premiums increased 20.3% for the year-to-date period in 2000 as compared to 1999
primarily due to product repricing and increased marketing efforts aimed at
these products.

     In the third quarter of 1999, the Company entered into a reinsurance
agreement for the assumption of a block of equity-index annuities totaling $59.6
million from its joint venture partner, Ameritas Variable Life Insurance
Company. This transaction is reflected on the reinsurance assumed line in the
table above. There has been no annuity reinsurance assumption activity in 2000.



                                       32


<PAGE>   34



     The following table sets forth information regarding annuities in force for
each date presented:


                                                    Annuities in Force
                                                    As of September 30,
                                               2000                    1999
                                           ------------------------------------
($ in thousands)

Deferred fixed and immediate annuities
      Number of policies                       161,855                  171,939
      GAAP life reserves                   $ 5,926,263              $ 5,954,580

Multi-choice annuities
      Number of policies                         1,666                        -
      GAAP life reserves                   $    84,981              $         -

Equity-index annuities
      Number of policies                        13,810                    8,900
      GAAP life reserves                   $   640,306              $   348,186

Total annuities
      Number of policies                       177,331                  180,839
      GAAP life reserves                   $ 6,651,550              $ 6,302,766



     The total number of annuity policies declined between periods while the
GAAP reserves on annuity policies increased. These changes between periods were
primarily attributable to an increase in the average size of policies sold
combined with surrenders of smaller average size policies.




                                       33



<PAGE>   35



RESULTS OF OPERATIONS

         A summary of the Company's revenue follows:

<TABLE>
<CAPTION>

                                                    For the Three Months Ended     For the Nine Months Ended
                                                           September 30,                 September 30,
                                                       2000             1999         2000             1999
                                                    --------------------------     --------------------------
($ in thousands)
<S>                                                 <C>              <C>           <C>              <C>
Insurance premiums
        Life insurance - Traditional                $  16,980        $  15,816     $  48,408        $  46,537
        Annuities - Immediate annuity &
               supplementary contract premiums          4,453            6,936        16,793           20,339
        All other                                          47               69           140              165
                                                    --------------------------     --------------------------
        Total insurance premiums                       21,480           22,821        65,341           67,041

Product charges
        Life insurance - Universal life                13,863           11,384        38,159           34,990
        Annuities                                       9,089            8,015        27,331           20,495
                                                    --------------------------     --------------------------
         Total product charges                         22,952           19,399        65,490           55,485

Net investment income
        Life insurance                                 22,800           25,045        73,079           69,191
        Annuities                                     117,545          112,765       347,118          327,991
        All other                                       6,708            3,663        15,787           14,744
                                                    --------------------------     --------------------------
        Total net investment income                   147,053          141,473       435,984          411,926

Realized gains (losses) on investments
        Annuities - core                                  980            3,184         3,063            9,010
        All other - non-core                           (3,583)          (2,217)       (3,939)          (2,192)
                                                    --------------------------     --------------------------
        Total realized gains (losses) on investments   (2,603)             967          (876)           6,818

Other income
        Annuities                                       5,899            1,467        15,412            4,602
        All other                                       2,895            2,086         7,260            9,398
                                                    --------------------------     --------------------------
        Total other income                              8,794            3,553        22,672           14,000

Contribution from the Closed Block                      5,558            6,207        17,126           19,121
                                                    --------------------------     --------------------------
        Total revenues                              $ 203,234        $ 194,420     $ 605,737        $ 574,391
                                                    ==========================     ==========================

</TABLE>



     Traditional life insurance premiums were $17.0 million for the third
quarter of 2000 compared to $15.8 million for the same period in 1999.
Year-to-date traditional life insurance premiums increased by $1.9 million to
$48.4 million for 2000 compared to $46.5 million for the same period in 1999.
The increases in traditional life insurance premiums were primarily the result
of increased first year and renewal premium, partially offset by increased ceded
premium. First year and renewal premium increased approximately $5.3 million for
the third quarter of 2000 and $10.4 million for the first nine




                                       34


<PAGE>   36



months of 2000 as compared to the same periods in 1999 primarily due to
continued favorable persistency and the continued growth of the block of
business. The increase in ceded premium was due to the reinsurance agreements
the Company entered into effective January 1, 2000 which effectively reduced the
Company's retention limit to $100,000 for the majority of new business.
Approximately $4.2 million and $8.6 million of additional premiums were ceded to
reinsurers in the third quarter of 2000 and the first nine months of 2000,
respectively, as compared to the same periods in 1999, offsetting the increased
renewal premiums.

     Immediate annuity and supplementary contract premiums decreased by $2.4
million to $4.5 million for the third quarter of 2000 compared to $6.9 million
for the third quarter of 1999. Year-to-date, immediate annuity and supplementary
contract premiums were $16.8 million for 2000 compared to $20.3 million for the
same period in 1999. A decrease in immediate annuity premiums in 2000 was
anticipated as a result of pricing adjustments made on these products.

     Universal life product charges were $2.5 million higher in the third
quarter of 2000 compared to the same period in 1999 and $3.2 million higher for
the first nine months of 2000 compared to the first nine months of 1999. The
increases in product charges in 2000 were primarily due to increased cost of
insurance charges as a result of the normal aging and growth of the block of
business, partially offset by higher reinsurance costs.

     Annuity product charges were $9.1 million for the third quarter of 2000
compared to $8.0 million for the same period in 1999. Year-to-date, annuity
product charges increased by $6.8 million to $27.3 million for 2000 compared to
$20.5 million for the same period in 1999. The increases in product charges were
primarily due to increased surrender and expense charges resulting from the
larger annuity block of business in force and increased surrender charges
associated with an increase in withdrawals. Annuity withdrawal rates averaged
16.1% for the first nine months of 2000 compared to 14.1% for the first nine
months of 1999. Approximately half of the increase in withdrawal rates was due
to internal replacements as some of the surrendered policies were rolled over to
other AmerUs products. Based on the current interest rate environment,
withdrawal rates for the near term are expected to run at a higher level as
compared to a year ago.

     Total net investment income was $147.1 million for the third quarter of
2000 compared to $141.5 million for the third quarter of 1999 and $436.0 million
for the first nine months of 2000 compared to $411.9 million for the same period
in 1999. The increase in 2000 net investment income was primarily attributable
to higher average invested assets (excluding market value adjustments). Average
invested assets (excluding market value adjustments) were approximately $387
million and $329 million higher between quarterly and year-to-date periods,
respectively. The increase was primarily from the growth of the Company's life
insurance and annuity business since last year combined with the reinvestment of
the earnings on the holding company cash equivalents. As of September 30, 1999,
the Company had approximately $240 million of cash equivalents on hand which had
been generated primarily from the sale of the Company's discontinued operations.
These funds were invested as the Company awaited distribution of the funds to
its former Members in connection with its reorganization discussed previously.
In late October 2000, the Company distributed approximately $340 million of cash
to its former Members. The earnings on the cash on hand distributed totaled
approximately $4.1 million and $11.3 million for the third quarter 2000 period,
and year-to-date 2000 period, respectively. As a result of this distribution,
future quarterly earnings of the Company will no longer contain the net
investment income from this source.




                                       35


<PAGE>   37



     The effective yield of the entire portfolio for the first nine months of
2000 was 6.82% compared to 6.72% in 1999. For the quarter, the 2000 yield was
6.83% compared to 6.88% in 1999. The 2000 third quarter yield was unusually low
due to a loss on the Company's equity investment in the downstream holding
company of ILICO. This loss reduced net investment for the quarter by
approximately $3.3 million from normal levels. Adjusting the portfolio yields
for this loss, the third quarter and year-to-date yields would have been 6.98%
and 6.88%, respectively. As stated earlier, the loss on this equity investment
was one of the factors in the Company's reduction in the number of shares to be
issued in the ILICO combination. The effective yield of the annuity portfolio
increased 9 basis points to 6.75% for the first nine months of 2000 as compared
to 6.66% for the same period in 1999. The increase in the overall portfolio and
annuity portfolio yields in 2000 primarily resulted from higher reinvestment
rates near the end of 1999 and continuing into the first part of 2000 as
compared to the portfolio rates at the beginning of the prior year period. As
discussed previously, approximately 42% of the book value of the assets of ALHI
were adjusted to market value at the end of the third quarter of 2000 in
connection with the Company's reorganization. On a preliminary basis, this
results in improved investment yields on an ongoing basis of approximately 15 to
20 basis points.

     Realized losses on investments were $2.6 million for the third quarter of
2000 and $0.9 million for the first nine months of 2000 compared to realized
gains of $1.0 million and $6.8 million, respectively, for the same periods in
1999. The level of realized gains and losses will fluctuate from period to
period depending on the prevailing interest rate and economic environment and
the timing of the sale of investments.

     Other income primarily consists of real estate operating income, property
management fees, structured finance fees from affordable housing programs and
third party annuity commissions received by wholly-owned IMOs. Other income
increased approximately $5.2 million in the third quarter of 2000 and $8.7
million in the first nine months of 2000 as compared to the same periods in 1999
primarily due to the acquisition of another IMO in February, 2000. In the
future, other income is expected to run at higher levels than prior years due to
the Company's investment in Corporate Owned Life Insurance (COLI) in the fourth
quarter of 2000. COLI is classified as an other asset and accordingly the income
from this asset will appear in other income instead of net investment income.



                                       36



<PAGE>   38


     The Contribution from the Closed Block was $5.6 million for the third
quarter of 2000 compared to $6.2 million for the same period in 1999.
Year-to-date, the Contribution from the Closed Block was $17.1 million compared
to $19.1 million for 1999. The following table sets forth the operating results
of the Closed Block for the periods indicated:

<TABLE>
<CAPTION>

                                                           For the Three Months Ended       For the Nine Months Ended
                                                                 September 30,                      September 30,
                                                              2000             1999            2000           1999
                                                           --------------------------       -------------------------
($ in thousands)
<S>                                                        <C>              <C>             <C>            <C>
Revenues
      Insurance premiums                                   $  44,375        $  42,737       $  138,777     $  141,335
      Universal life and annuity product charges               3,196            3,184            9,453          9,754
      Net investment income                                   28,617           26,408           83,440         82,414
      Realized gains (losses) on investments                     371              (37)             414            625
                                                           --------------------------       -------------------------

          Total revenues                                      76,559           72,292          232,084        234,128

Benefits and expenses
      Policyowner benefits                                    50,018           45,551          150,588        144,523
      Underwriting, acquisition and insurance expenses           412              896            1,673          3,717
      Amortization of deferred policy acquisition costs        3,479            3,830           10,808         16,419
      Dividends to policyowners                               17,092           15,808           51,889         50,348
                                                           --------------------------       -------------------------

          Total benefits and expenses                         71,001           66,085          214,958        215,007

                                                           ----------------------------     -------------------------
Contribution from the Closed Block                         $   5,558        $   6,207       $   17,126     $   19,121
                                                           ==========================       =========================

</TABLE>

     Closed Block insurance premiums were $44.4 million for the third quarter of
2000 compared to $42.7 million for the same period in 1999. Year-to-date, Closed
Block insurance premiums decreased by $2.5 million to $138.8 million for 2000
compared to $141.3 million for the same period in 1999. A decrease in insurance
premiums is consistent with the reduction of the Closed Block's life insurance
in force that is expected to continue over the life of the Block. However, due
to unusually low surrender activity in the third quarter of 2000, insurance
premiums increased over the prior year period. The distribution the company
completed in October 2000 in connection with its demutualization impacted
surrender decisions as policies had to be in effect to be eligible to receive a
distribution. The slight decrease in product charges between year-to-date
periods on universal life policies included in the Closed Block is primarily the
result of the reduction of such business in force due to deaths and surrenders.

     Net investment income for the Closed Block was $28.6 million for the third
quarter of 2000 and $83.4 million for the first nine months of 2000 compared to
$26.4 million and $82.4 million, respectively, for the same periods in 1999. The
increases in 2000 periods as compared to the same periods in 1999 were primarily
due to increases in average invested assets and higher effective yields.

     Closed Block policyowner benefits were $4.4 million higher in the third
quarter of 2000 as compared to the same period in 1999 and year-to-date, Closed
Block policyowner benefits were $6.1 million higher for 2000 as compared to
1999. The increases were due to higher death benefits and higher reserves
related to the increased persistency as policyholders held their policies
awaiting the Company's demutualization distribution.




                                       37


<PAGE>   39


     The amortization of deferred policy acquisition costs for the Closed Block
decreased by $0.3 million to $3.5 million for the third quarter of 2000 compared
to $3.8 million for the third quarter of 1999. Year-to-date, the amortization of
deferred policy acquisition costs for the Closed Block decreased $5.6 million.
Deferred policy acquisition costs are generally amortized in proportion to gross
margins. The decrease in the amortization of deferred policy acquisition costs
for 2000 as compared to 1999 was consistent with the projected reduction in the
gross margins of the Closed Block as the life insurance in force declines.

     Closed Block dividends to policyowners increased by $1.3 million to $17.1
million for the third quarter of 2000 compared to $15.8 million for the same
period in 1999 and increased $1.6 million to $51.9 million for the first nine
months of 2000 compared to $50.3 million for 1999. The increases in 2000 were
expected as the Block matures.

     A summary of the Company's policyowner benefits follows:

<TABLE>
<CAPTION>
                                                           For the Three Months Ended       For the Nine Months Ended
                                                                 September 30,                       September 30,
                                                             2000             1999             2000           1999
                                                           --------------------------       -------------------------
($ in thousands)
<S>                                                        <C>              <C>             <C>            <C>
Life Insurance
      Traditional:
           Death benefits                                  $   1,131        $   3,012       $    4,173     $    5,428
           Change in liability for future policy
                benefits and other policy benefits             9,550            8,131           23,677         28,298
                                                           --------------------------       -------------------------

                Total traditional                             10,681           11,143           27,850         33,726

      Universal:
           Death benefits in excess of cash value              4,747            6,821           19,227         17,292
           Interest credited on policyowner
                account balances                               8,415            7,511           24,794         22,728
           Other                                               1,724              641            2,777            956
                                                           --------------------------       -------------------------

                Total universal                               14,886           14,973           46,798         40,976
                                                           --------------------------       -------------------------

                Total life insurance benefits                 25,567           26,116           74,648         74,702

Annuities
      Interest credited to deferred annuity
           account balances                                   73,881           73,091          210,196        211,111
      Other annuity benefits                                  13,189           17,496           45,380         41,478
                                                           --------------------------       -------------------------

                Total annuity benefits                        87,070           90,587          255,576        252,589

All other benefits                                                64              128              263            236
                                                           --------------------------       -------------------------

Total policyowner benefits                                 $ 112,701        $ 116,831       $  330,487     $  327,527
                                                           ==========================       =========================
</TABLE>


                                       38


<PAGE>   40


     Total life insurance benefits were $25.6 million for the third quarter of
2000 compared to $26.1 million for the third quarter of 1999. Year-to-date,
total life insurance benefits were level between periods. An increase in life
insurance benefits is expected as the traditional and universal blocks of
business continue to grow. However, the Company experienced favorable mortality
in 2000 as compared to 1999, as measured per amount in force, which contributed
to lower benefit expense. In addition, lower discretionary premium contributions
in the first half of 2000 further contributed to the decrease in traditional
life insurance benefit expense. Universal life insurance benefits were level
between third quarter periods and increased for the first nine months of 2000 as
compared to the same periods in 1999. Death benefits increased as expected with
the growth of the business in force. Mortality was favorable in 2000 as compared
to 1999 as measured per amount in force. Interest credited on universal
policyowner account balances increased $0.9 million for the third quarter of
2000 and $2.1 million for the first nine months of 2000 compared to the same
periods in 1999 primarily due to higher policyowner account balances. Average
policyowner account balances were approximately $32.0 million higher for the
first nine months of 2000 as compared to the first nine months of 1999. The
weighted average interest crediting rate on policyowner account balances
remained constant at 5.62% between 2000 and 1999.

     Annuity benefits were $87.1 million for the third quarter of 2000 compared
to $90.6 million for the same period in 1999. Year-to-date, annuity benefits
were $255.6 million in 2000 compared to $252.6 million in 1999. The fluctuations
between quarterly and year-to-date periods primarily relate to other annuity
benefits. In mid 1999, the Company issued two insurance contracts to two
commercial paper conduits. One of the contracts was terminated in the fourth
quarter of 1999. As a result, other annuity benefits for the third quarter of
2000 included approximately $4.4 million of interest expense on one insurance
contract compared to $6.3 million of interest expense on two insurance contracts
a year ago. Year-to-date, the interest expense on insurance contracts totaled
$12.5 million for 2000 compared to $6.3 million for the 1999 period. The
remaining changes between periods in other annuity benefits related to the
changes in immediate annuity reserves and benefit payments on immediate
annuities. Interest credited to deferred annuity account balances was $0.8
million higher in the third quarter 2000 as compared to the same quarter a year
ago, and $0.9 million lower for the first nine months of 2000 as compared to the
first nine months of 1999. Between quarterly periods, the weighted average
crediting rate on deferred fixed annuity account balances decreased 3 basis
points and average deferred fixed annuity account balances decreased
approximately $82 million. Offsetting this decline in deferred fixed annuity
crediting rates and account balances were increased equity-index and
multi-choice annuity account balances, which resulted in the 2000 expense
exceeding the 1999 expense for the quarter as the earnings credited to these
products are included with interest credited. The weighted average crediting
rate on deferred fixed annuity account balances was decreased 9 basis points to
4.90% for the first nine months of 2000 compared to 4.99% for the first nine
months of 1999, and average fixed annuity account balances decreased
approximately $44.0 million.




                                       39



<PAGE>   41
     A summary of the Company's expenses follows:

<TABLE>
<CAPTION>
                                                           For the Three Months Ended       For the Nine Months Ended
                                                                 September 30,                    September 30,
                                                              2000           1999             2000            1999
                                                           --------------------------       -------------------------
($ in thousands)
<S>                                                        <C>              <C>             <C>            <C>
Life Insurance
       Underwriting, acquisition and
            other expenses                                 $  10,897        $  12,904       $   36,041     $   39,496
       Amortization of deferred policy acquisition costs
            and value of business acquired (VOBA), net
            of non-core adjustment of $28 and ($133)
            for the three months ended September 30,
            2000 and 1999, respectively, and $111 and
            $570 for the nine months ended September 30,
            2000 and 1999, respectively                        5,335            4,727           15,070         15,456
                                                           --------------------------       -------------------------

            Total life insurance                              16,232           17,631           51,111         54,952

Annuities
       Underwriting, acquisition and
            other expenses                                    12,659            8,831           38,292         27,887
       Amortization of deferred policy acquisition costs
            and value of business acquired (VOBA), net
            of non-core adjustment of ($2,579) and $188
            for the three months ended September 30,
            2000 and 1999, respectively, and ($6,378) and
            $1,166 for the nine months ended September 30,
            2000 and 1999, respectively                       14,675           10,815           47,517         34,976
                                                           --------------------------       -------------------------

            Total annuities                                   27,334           19,646           85,809         62,863

 Amortization of deferred policy acquisition costs due
        to non-core realized gains or losses                  (2,551)              55           (6,267)         1,736

All other expenses                                             6,606            5,927           15,814         16,595

Reorganization costs                                           3,732            1,826           10,437          1,872
                                                           --------------------------       -------------------------

Total expenses                                             $  51,353        $  45,085       $  156,904     $  138,018
                                                           ==========================       =========================

</TABLE>


     Total life insurance expenses were $16.2 million for the third quarter of
2000 compared to $17.6 million for the third quarter of 1999 and $51.1 million
for the first nine months of 2000 compared to $55.0 million for the same period
in 1999. Underwriting, acquisition and insurance expenses were $2.0 million
lower in the third quarter of 2000 compared to the same period in 1999 and
year-to-date, $3.5 million lower in 2000 compared to 1999. The decreases were
primarily due to decreased technology costs primarily related to the Year 2000
Compliance Project and costs associated with the Company's enhancement of its
distribution systems. Amortization of deferred policy acquisition costs and
value of business acquired (VOBA) increased $0.6 million for the third quarter
of 2000 compared to the same period in 1999 and decreased $0.4 million for the
first nine months of 2000 compared to the first nine months of 1999. Deferred
policy acquisition costs are generally amortized in proportion to gross margins.
The increase in amortization between quarterly periods primarily reflects the
higher product margins in the third quarter 2000 as compared to the third
quarter 1999, primarily associated with lower death benefits. The decrease in
amortization between year-to-date periods was primarily due to the increase in


                                       40


<PAGE>   42




estimated future gross margins resulting from the new reinsurance agreements
that went into effect earlier this year.

     Total annuity expenses increased by $7.7 million to $27.3 million for the
third quarter of 2000 compared to $19.6 million for the third quarter of 1999.
Year-to-date, total annuity expenses were $85.8 million compared to $62.9
million for the same period in 1999. Underwriting, acquisition and insurance
expenses increased approximately $10.4 million in the first nine months of 2000
compared to the same period in 1999 primarily due to additional insurance agent
related expenses, such as recruiting and annual conventions, increased incentive
compensation and the additional operating costs associated with the new IMO
acquired in the first quarter of 2000. The increase in expense due to the new
IMO was offset by the increase in other income from the IMO discussed
previously. Amortization of deferred policy acquisition costs and VOBA increased
$3.9 million in the third quarter of 2000 and $12.5 million in the first nine
months of 2000 as compared to the same periods in 1999. The increase in
amortization was primarily attributable to the general growth in the deferred
policy acquisition cost asset associated with the continued growth in annuity
sales. In addition, VOBA amortization increased in 2000 as surrenders of those
policies associated with the VOBA asset increased during the period.

     Other expenses increased by $0.7 million for the third quarter of 2000 and
decreased $0.8 million for the first nine months of 2000 compared to the same
periods in 1999. Other expenses primarily consist of expenses related to the
real estate management company and the holding company and tend to fluctuate
from period to period depending on the properties under management each quarter.
Beginning in 1999, the Company began decreasing the number of properties under
management and, accordingly, other expenses are also declining. Partially
offsetting the decreased property management expenses in the third quarter of
2000 were increased holding company expenses primarily related to incentive
compensation and amortization of debt issuance costs.

     The 2000 reorganization costs consist primarily of legal, actuarial and
consulting expenses associated with the reorganization of the Company discussed
previously. As these costs are not of a continuing nature, they have been
excluded from the Operating Segment amounts.



                                       41




<PAGE>   43


     A summary of the Company's income from operations by operating segment
follows:

<TABLE>
<CAPTION>
                                                           For the Three Months Ended       For the Nine Months Ended
                                                                 September 30,                   September 30,
                                                              2000          1999               2000          1999
                                                           --------------------------       -------------------------
($ in thousands)
<S>                                                        <C>              <C>             <C>            <C>
Life Insurance
       Open Block:
             Revenues                                      $  53,643        $  52,245       $  159,646     $  150,718
             Benefits and expenses                           (41,799)         (43,747)        (125,759)      (129,654)
             Dividends to policyowners                        (1,640)          (1,396)          (4,337)        (3,419)
       Closed Block contribution                               5,558            6,207           17,126         19,121
                                                           --------------------------       -------------------------

       Adjusted pre-tax operating income                      15,762           13,309           46,676         36,766

Annuities
       Revenues                                              137,966          132,367          409,717        382,437
       Benefits and expenses                                (114,404)        (110,233)        (341,385)      (315,452)
                                                           --------------------------       -------------------------

       Adjusted pre-tax operating income                      23,562           22,134           68,332         66,985

All other adjusted pre-tax operating (loss)                    2,980             (237)           7,110          7,476
                                                           --------------------------       -------------------------

Total adjusted pre-tax operating income                    $  42,304        $  35,206       $  122,118     $  111,227
                                                           ==========================       =========================

</TABLE>




     Adjusted pre-tax operating income from Life Insurance operations was $15.8
million for the third quarter of 2000 compared to $13.3 million for the third
quarter of 1999. Year-to-date, adjusted pre-tax operating income from Life
Insurance operations was $46.7 million in 2000 compared to $36.8 million in
1999. The increase in adjusted pre-tax operating income in 2000 compared to 1999
was primarily due to increased investment income and product charges combined
with decreased technology expenses and favorable mortality costs.

     Adjusted pre-tax operating income from Annuity operations increased $1.5
million to $23.6 million for the third quarter of 2000 compared to $22.1 million
for the same period in 1999 and increased $1.3 million to $68.3 million for the
first nine months of 2000 compared to $67.0 million in 1999. The increase in
2000 was primarily due to increased interest spreads partially offset by
increased amortization of the deferred acquisition cost asset and VOBA asset.

     All other adjusted pre-tax operating income was $3.0 million for the third
quarter of 2000 compared to a loss of $0.2 million for the same period in 1999.
The increase between quarterly periods was primarily due to increased investment
income on the higher cash equivalent balance in 2000 compared to 1999.
Year-to-date, all other adjusted pre-tax operating income was $7.1 million in
2000 compared to adjusted pre-tax operating income of $7.5 million for the same
period in 1999.

     Interest expense increased $0.6 million in the third quarter of 2000 to
$7.6 million compared to $7.0 million in the third quarter of 1999.
Year-to-date, interest expense was $22.4 million in 2000 compared to $22.0
million in 1999. The increased interest expense in 2000 was primarily due to
higher average outstanding borrowings during 2000 as compared to 1999. The
additional borrowings were primarily used to support insurance company
operations, affordable housing investments, fund the



                                       42


<PAGE>   44




acquisition of the new IMO, and fund a portion of the initial investment in the
downstream holding company of ILICO.

     Income tax expense was $13.1 million for the third quarter of 2000 compared
to $7.9 million for the third quarter of 1999 and $36.8 million for the first
nine months of 2000 compared to $28.0 million for the same period in 1999. The
effective tax rate for the first nine months of 2000 was 40.1% compared to 33.5%
for 1999. The increase in the effective tax rate in 2000 was primarily due to
the nondeductible expenses associated with the Company's reorganization.

     Minority interest represents the minority stockholders ownership percentage
share of net income of ALHI prior to the Company's acquisition of this Minority
Interest. The minority shareholder ownership percentage was 42% for both the
nine months ended September 30, 2000 and 1999. Starting with the fourth quarter
2000, there will be no further net income applicable to the Minority Interest.

     Net income was $11.1 million for the third quarter of 2000 compared to $8.6
million for the same period in 1999. Year-to-date, net income was $33.8 million
in 2000 compared to $34.5 million in 1999. Pre-tax adjusted operating income
increased $7.1 million between third quarter periods and $10.9 million between
year-to-date periods due to the results of the Life Insurance and Annuity
operations discussed previously. Offsetting these operating income increases
were increases in interest expense, reorganization costs, higher effective
income tax rates, and decreased non-core realized gains.


LIQUIDITY AND CAPITAL RESOURCES

     THE COMPANY

     The Company's cash flows from operations consist of dividends from
subsidiaries, if declared and paid, interest from income on loans and advances
to its subsidiaries (including a surplus note issued to the Company by AmerUs
Life), investment income on assets held by the Company and fees which the
Company charges its subsidiaries and certain other of its affiliates for
services, offset by the expenses incurred for debt service, salaries and other
expenses.

     The Company intends to rely primarily on dividends and interest income from
its life insurance subsidiaries in order to make dividend payments to its
shareholders. The payment of dividends by its life insurance subsidiaries is
regulated under various state laws. Generally, under the various state statutes,
the Company's life insurance subsidiaries dividends may be paid only from the
earned surplus arising from their respective businesses and must receive the
prior approval of the respective state regulator to pay any dividend that would
exceed certain statutory limitations. The current statutes generally limit any
dividend, together with dividends paid out within the preceding 12 months, to
the greater of (i) 10% of the respective company's policyowners' surplus as of
the preceding year end or (ii) the net gain from operations for the previous
calendar year. Generally, the various state laws give the state regulators broad
discretion to approve or disapprove requests for dividends in excess of these
limits. Based on these limitations and 1999 results, the Company's subsidiaries
could pay an estimated $61.1 million in dividends in 2000 without obtaining
regulatory approval. Of this amount, the Company's subsidiaries paid the Company
$30.0 million in dividends during the first nine months of 2000.

     The Company and its subsidiaries generated cash flows from operating
activities of $288.1 million and $888.9 million for the nine months ended
September 30, 2000 and 1999, respectively. Excess operating cash flows were
primarily used to increase the Company's investment portfolio.

     The Company has a $150 million revolving credit facility with a syndicate
of lenders (the "Bank Credit Facility"). As of September 30, 2000, there was a
$57 million outstanding loan balance under the facility. The Bank Credit
Facility provides for typical events of default and covenants with respect to
the



                                       43


<PAGE>   45



conduct of business of the Company and its subsidiaries and requires the
maintenance of various financial levels and ratios. Among other covenants, the
Company (a) cannot have a leverage ratio greater than 0.35:1.0 or an interest
coverage ratio less than 2.25:10, (b) is prohibited from paying cash dividends
on its common stock in excess of an amount equal to 3% of its consolidated net
worth as of the last day of the preceding fiscal year, and (c) must cause
certain of its subsidiaries, including AmerUs Life and Delta Life, to maintain
certain ratings from A.M. Best and certain levels of risk-based capital.

     As mentioned previously, the Company's demutualization became effective on
September 20, 2000. The actual distribution of cash, policy credits and the
Company's common stock to its former Members took place in late October, 2000.
Of the total cash and policy credits distributed of $339.8 million,
approximately $295.3 million came from cash balances on hand and $44.5 million
was funded by borrowings under the Company's revolving credit facility. In
addition, the Company distributed 17.4 million shares of its common stock to its
former Members resulting in total shares of common stock outstanding of 30.0
million shares.

     As previously reported, the Company has entered into a definitive agreement
for the combination of the Company with ILICO. ILICO will demutualize and its
members will receive cash, policy credits and the Company's common stock
equivalent to the value of 9.3 million shares of the common stock of AmerUs
Group. The transaction is expected to be completed in the first quarter of 2001.
Under the terms of the agreement, the Company is committed at a minimum to
distribute in cash the equivalent value of approximately 264,000 shares of its
common stock. The actual amount of the cash consideration will vary dependent
upon the price of the Company's common stock at or about the closing date and
the number of shares within the range that the Company elects to distribute in
the form of cash. The funding for the cash consideration is expected to
primarily come from the Company's revolving credit facility.

     The Company has previously announced a stock repurchase plan for up to
$50.0 million. As of September 30, 2000, the Company has $48.5 million of
remaining capacity under the plan. The Company would expect some greater
repurchase activity post the distribution of common stock to its former Members
if the market conditions are favorable. The funds for the repurchase program
would come from a combination of internal sources from its life insurance
subsidiaries and utilization of its revolving credit facility.

     In July 2001, the forward common stock purchase contract component of the
Company's adjustable conversion-rate equity security units matures. Under the
terms of the contract, the Company will issue 4,080,500 shares of its common
stock at a price of $31.5625 per share for total consideration of $128.8
million. In lieu of paying cash to satisfy their purchase obligation, the unit
holders may surrender the preferred security component of the adjustable
conversion-rate equity security unit. The form of consideration will not be
known until April 2001 at which time the election must be made. If the Company
receives cash proceeds, the funds will probably be applied towards the Company's
revolving credit facility. If the preferred securities are tendered, the Company
intends to retire them. In either case, debt and capital securities outstanding
will be reduced by $128.8 million.


     LIFE INSURANCE SUBSIDIARIES

     The cash flows of the Company's life insurance subsidiaries consist
primarily of premium income, deposits to policyowner account balances, income
from investments, sales, maturities and calls of investments and repayments of
investment principal. Cash outflows are primarily related to withdrawals of
policyowner account balances, investment purchases, payment of policy
acquisition costs, payment of policyowner benefits, payment of debt, income
taxes and current operating expenses. Life insurance companies generally produce
a positive cash flow from operations, as measured by the amount by which cash
flows are adequate to meet benefit obligations to policyowners and normal
operating expenses as




                                       44


<PAGE>   46




they are incurred. The remaining cash flow is generally used to increase the
asset base to provide funds to meet the need for future policy benefit payments
and for writing new business.

     Management anticipates that funds to meet its short-term and long-term
capital expenditures, cash dividends to shareholders and operating cash needs
will come from existing capital and internally generated funds. Management
believes that the current level of cash and available-for-sale and short-term
securities, combined with expected net cash inflows from operations, maturities
of fixed maturity investments, principal payments on mortgage-backed securities
and its insurance products, will be adequate to meet the anticipated short-term
cash obligations of the Company's life insurance subsidiaries.

     Matching the investment portfolio maturities to the cash flow demands of
the type of insurance being provided is an important consideration for each type
of life insurance product and annuity. The Company continuously monitors
benefits and surrenders to provide projections of future cash requirements. As
part of this monitoring process, the Company performs cash flow testing of its
assets and liabilities under various scenarios to evaluate the adequacy of
reserves. In developing its investment strategy, the Company establishes a level
of cash and securities which, combined with expected net cash inflows from
operations, maturities of fixed maturity investments and principal payments on
mortgage-backed securities, are believed adequate to meet anticipated short-term
and long-term benefit and expense payment obligations. There can be no assurance
that future experience regarding benefits and surrenders will be similar to
historic experience since withdrawal and surrender levels are influenced by such
factors as the interest rate environment and the claims-paying and financial
strength ratings of the Company's life insurance subsidiaries.

     The Company takes into account asset/liability management considerations in
the product development and design process. Contract terms for the Company's
interest-sensitive products include surrender and withdrawal provisions which
mitigate the risk of losses due to early withdrawals. These provisions generally
do one or more of the following: limit the amount of penalty-free withdrawals,
limit the circumstances under which withdrawals are permitted, or assess a
surrender charge or market value adjustment relating to the underlying assets.
The following table summarizes liabilities for interest- sensitive life products
and annuities by their contractual withdrawal provisions at September 30, 2000
(including liabilities in both the Closed Block and the general account):


($ in millions)

Not subject to discretionary withdrawal                             $  387.0

Subject to discretionary withdrawal with adjustments:
        Specified surrender charges (A)                              4,500.6
        Market value adjustments                                     1,422.0
                                                                   ---------
        Subtotal                                                     5,922.6
                                                                   ---------

Subject to discretionary withdrawal without adjustments              1,536.5

                                                                   ---------
Total                                                              $ 7,846.1
                                                                   =========


(A)  Includes $1,122.8 million of statutory liabilities with a contractual
     surrender charge of less than five percent of the account balance.


                                       45


<PAGE>   47
     AmerUs is a party to a $250 million separate account funding agreement.
Under this agreement, a five-year floating rate insurance contract is issued to
a commercial paper conduit. The funding agreement is secured by assets in a
separate account and is further backed by the general account assets of AmerUs.
The separate account assets are legally segregated and are not subject to claims
that arise out of any other business of AmerUs. The separate account assets and
liabilities are included with general account assets in the financial
statements. The funding agreement may not be cancelled by the commercial paper
conduit unless there is a default under the agreement, but AmerUs Life may
terminate at any time.

     AmerUs and its joint venture partner are contingently liable in the event
the joint venture, AVLIC, cannot meet its obligations. At September 30, 2000,
AVLIC had statutory assets of $2,644.3 million, liabilities of $2,588.0 million
and surplus of $56.3 million.

     Through its membership in the Federal Home Loan Bank (FHLB) of Des Moines,
AmerUs and American are eligible to borrow under variable-rate short term fed
funds arrangements to provide additional liquidity. These borrowings are secured
and interest is payable at the current rate at the time of any advance. There
were no borrowings under these arrangements outstanding at September 30, 2000.
In addition, AmerUs has long-term advances from FHLB outstanding of $15.7
million at September 30, 2000.

     The Company's life insurance subsidiaries may also obtain liquidity through
sales of investments. The Company's investment portfolio as of September 30,
2000 had a carrying value of $10 billion, including Closed Block investments.

     At September 30, 2000, the statutory capital and surplus of the Company's
subsidiaries was approximately $471.0 million. The Company believes that this
level of statutory capital is more than adequate as each life insurance
subsidiary's risk-based capital is significantly in excess of required levels.

     In the future, in addition to their cash flows from operations and
borrowing capacity, the life insurance subsidiaries would anticipate obtaining
their required capital from the Company as the Company will have access to the
public debt and equity markets.



                                       46



<PAGE>   48


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The main objectives in managing the investment portfolios of the Company
and its insurance subsidiaries are to maximize investment income and total
investment returns while minimizing credit risks in order to provide maximum
support to the insurance underwriting operations. Investment strategies are
developed based on many factors including asset liability management, regulatory
requirements, fluctuations in interest rates and consideration of other market
risks. Investment decisions are centrally managed by investment professionals
based on guidelines established by management and approved by the boards of
directors.

     Market risk represents the potential for loss due to adverse changes in the
fair value of financial instruments. The market risks related to financial
instruments of the Company and its subsidiaries primarily relate to the
investment portfolio, which exposes the Company to risks related to interest
rates and, to a lesser extent, credit quality and prepayment variation.
Analytical tools and monitoring systems are in place to assess each of these
elements of market risk.

     Interest rate risk is the price sensitivity of a fixed income security to
changes in interest rates. Management views these potential changes in price
within the overall context of asset and liability management. Company actuaries
estimate the payout pattern of the Company's liabilities, primarily the
Company's lapsation, to determine duration, which is the present value of the
fixed income investment portfolios after consideration of the duration of these
liabilities and other factors, which management believes mitigates the overall
effect of interest rate risk for the Company.

     The table below provides information about the Company's fixed maturity
investments and mortgage loans at September 30, 2000. The table presents cash
flows of principal amounts and related weighted average interest rates by
expected maturity dates. The cash flows are based on the earlier of the call
date or the maturity date or, for mortgage-backed securities, expected payment
patterns. Actual cash flows could differ from the expected amounts.

<TABLE>
<CAPTION>
                                                   EXPECTED CASH FLOWS
                                                     ($ in millions)

                            3 mos
       Amortized             2000    2001    2002    2003    2004    2005   Thereafter   Cost
<S>                         <C>     <C>     <C>      <C>    <C>     <C>      <C>        <C>

Fixed maturity securities   $  75   $ 361   $ 467   $ 819   $ 699   $ 832    $ 3,777    $ 7,030
Average interest rate         7.7%    7.7%    7.9%    7.1%    7.2%    7.1%       7.6%

Mortgage loans              $   8   $  30   $  27   $  33   $  67   $  33    $   289    $   487
Average interest rate         8.3%    8.4%    8.4%    8.3%    8.2%    8.2%       8.0%

Total                       $  83   $ 391   $ 494   $ 852   $ 766   $ 865    $ 4,066    $ 7,517
                            ===================================================================
</TABLE>



     The Company and its subsidiaries have consistently invested in high quality
marketable securities. As a result, management believes that the Company has
minimal credit quality risk. Fixed maturity securities are comprised of U.S.
Treasury, government agency, mortgage-backed and corporate securities.
Approximately 68% of fixed maturity securities are issued by the U.S. Treasury
or U.S. government agencies or are rated A or better by Moody's, Standard and
Poor's, or the NAIC. Less than 7% of the bond portfolio is below investment
grade. Fixed maturity securities have a weighted average maturity of
approximately 7.27 years.

     Prepayment risk refers to the changes in prepayment patterns that can
either shorten or lengthen the expected timing of the principal repayments and
thus the average life and the effective yield of a security. Such risk exists
primarily within the Company's portfolio of mortgage-backed securities.


                                       47


<PAGE>   49




Management monitors such risk regularly. The Company invests primarily in those
classes of mortgage-backed securities that are less subject to prepayment risk.

     The Company's use of derivatives is generally limited to hedging purposes
and has principally consisted of using interest rate swaps, caps, swaptions and
options. These instruments, viewed separately, subject the Company to varying
degrees of market and credit risk. However when used for hedging, the
expectation is that these instruments would reduce overall market risk. Credit
risk arises from the possibility that counterparties may fail to perform under
the terms of the contracts.

     Equity price risk is the potential loss arising from changes in the value
of equity securities. In general, equities have more year-to-year price
variability than intermediate term grade bonds. However, returns over longer
time frames have been consistently higher. The Company's equity securities are
high quality and readily marketable.

     All of the above risks are monitored on an ongoing basis. A combination of
in-house systems and proprietary models and externally licensed software are
used to analyze individual securities as well as each portfolio. These tools
provide the portfolio managers with information to assist them in the evaluation
of the market risks of the portfolio.


PART II - OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS.

     In the ordinary course of business, the Company and its subsidiaries are
parties to certain litigation, none of which management believes is material to
the Company's results of operations.

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS.

     On September 20, 2000, the Company converted from a mutual insurance
holding company owned by the policyholders of AmerUs (the Members) to a stock
company 100% owned by its stockholders (the Demutualization). In connection with
the Demutualization, the Members received cash and policy credits equal to
approximately $340 million and 17,390,165 shares of common stock of the Company
(Company Stock). The Company Stock issued to Members, in exchange for their
ownership interests in the Company, was exempt under Section 3(a)(10) of the
Securities Act of 1933 (the Exemption). The Company based its reliance on the
Exemption on a No Action Letter filed with the Securities and Exchange
Commission (the Commission) on April 7, 2000 and the Commission's response
thereto received by the Company on May 23, 2000.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits

     A list of exhibits included as part of this report is set forth in the
Exhibit Index which immediately precedes such exhibits and is hereby
incorporated by reference herein.

     (b) The following report on Form 8-K was filed during the quarter ended
September 30, 2000:

         Form 8-K12G3 dated September 21, 2000 announcing the Amendment to the
         Combination and Investment Agreement and the demutualization of AMHC
         and deeming the common stock of AGC, as successor to ALHI, registered
         under Section 12(g) of the Securities Exchange Act of 1934.



                                       48

<PAGE>   50




SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

DATED:   November 14, 2000              AMERUS GROUP CO.



                                        By  /s/  Michael G. Fraizer
                                            ---------------------------------
                                                 Executive Vice President and
                                                 Chief Financial Officer



                                        By  /s/  Brenda J. Cushing
                                            ----------------------------------
                                                 Vice President and Controller
                                                 (Principal Accounting Officer)





                                       49

<PAGE>   51


                        AMERUS GROUP CO. AND SUBSIDIARIES

                                INDEX TO EXHIBITS

Exhibit
No.                        Description
-------                    -----------

2.1        Plan of Reorganization dated October 27, 1995, filed as Exhibit 2.1
           to the registration statement of the Registrant on Form S-1,
           Registration Number 333-12239, is hereby incorporated by reference.
2.2        Amended and Restated Agreement and Plan of Merger, dated as of
           September 19, 1997 and as amended and restated as of October 8,
           1997, by and among the Registrant, AFC Corp. and AmVestors Financial
           Corporation ("AmVestors"), filed as Exhibit 2.2 to the Registration
           Statement of the Registrant on Form S-4, Registration Number
           333-40065 is hereby incorporated by reference.
2.3        Agreement and Plan of Merger, dated as of August 13, 1997 and as
           amended as of September 5, 1997, among the Registrant, a wholly
           owned subsidiary of the Registrant and Delta Life Corporation, filed
           as Exhibit 2.2 to Form 8-K of the Registrant dated October 8, 1997,
           is hereby incorporated by reference.
2.4        Combination and Investment Agreement, dated February 18, 2000, among
           American Mutual Holding Company, the Registrant, Indianapolis Life
           Insurance Company and The Indianapolis Life Group of Companies,
           Inc., filed as Exhibit 2.1 to the Registrant's report on Form 8-K/A
           on March 6, 2000, is hereby incorporated by reference.
2.5        Purchase Agreement, dated as of February 18, 2000, by and between
           American Mutual Holding Company and the Registrant, filed as Exhibit
           2.5 on Form 10-K, dated March 8, 2000, is hereby incorporated by
           reference.
2.6        Agreement and Plan of Merger, dated December 17, 1999, by and between
           American Mutual Holding Company and the Registrant, filed as Exhibit
           2.6 on Form 10-K, dated March 8, 2000, is hereby incorporated by
           reference.
2.7        Amendment No. 1 to Agreement and Plan of Merger, dated February 18,
           2000, by and between American Mutual Holding Company and the
           Registrant, filed as Exhibit 2.7 on Form 10-K, dated March 8, 2000,
           is hereby incorporated by reference.
2.8        Letter agreement, dated December 17, 1999, by and between American
           Mutual Holding Company and the Registrant, filed as Exhibit 2.8 on
           Form 10-K, dated March 8, 2000, is hereby incorporated by reference.
2.9        Notification Agreement, dated as of February 18, 2000, by and among
           American Mutual Holding Company, the Registrant and Bankers Trust
           Company, filed as Exhibit 2.9 on Form 10-K, dated March 8, 2000, is
           hereby incorporated by reference.
2.10       Amendment No. 2 to Agreement and Plan of Merger, dated April 3,
           2000, by and between American Mutual Holding Company and the
           Registrant, filed as Exhibit 2.10 on Form 10-Q, dated May 15, 2000,
           is hereby incorporated by reference.
2.11       Amendment No. 1 to the Purchase Agreement, dated April 3, 2000, by
           and between American Mutual Holding Company and the Registrant,
           filed as Exhibit 2.11 on Form 10-Q, dated May 15, 2000, is hereby
           incorporated by reference.
2.12       Amendment to Combination and Investment Agreement dated February 18,
           2000 among American Mutual Holding Company, AmerUs Life Holdings,
           Inc., Indianapolis Life Insurance Company and The Indianapolis Life
           Group of Companies, Inc., dated September 18, 2000, filed as Exhibit
           2.2 to Form 8-K12G3 of the Registrant dated September 21, 2000.
3.1*       Amended and Restated Articles of Incorporation of the Registrant.
3.2*       Amended and Restated By-Laws of the Registrant.
3.3        Articles of Amendment of the Registrant dated September 25, 1998,
           filed as Exhibit 3.3 on Form 10-K, dated March 30, 1999, is hereby
           incorporated by reference.

                                       50



<PAGE>   52


4.1        Amended and Restated Trust Agreement dated as of February 3, 1997
           among the Registrant, Wilmington Trust Company, as property trustee,
           and the administrative trustees named therein (AmerUs Capital I
           business trust), filed as Exhibit 3.6 to the registration statement
           of the Registrant and AmerUs Capital I on Form S-1, Registration
           Number 333-13713, is hereby incorporated by reference.
4.2        Indenture dated as of February 3, 1997 between the Registrant and
           Wilmington Trust Company relating to the Company's 8.85% Junior
           Subordinated Debentures, Series A, filed as Exhibit 4.1 to the
           registration statement of the Registrant and AmerUs Capital I on
           Form S-1, Registration Number, 333-13713, is hereby incorporated by
           reference.
4.3        Guaranty Agreement dated as of February 3, 1997 between the
           Registrant, as guarantor, and Wilmington Trust Company, as trustee,
           relating to the 8.85% Capital Securities, Series A, issued by AmerUs
           Capital I, filed as Exhibit 4.4 to the registration statement on
           Form S-1, Registration Number, 333-13713, is hereby incorporated by
           reference.
4.4        Common Stock Purchase Warrant, filed as Exhibit (10)(v) to Form 10-Q
           of AmVestors Financial Corporation dated May 13, 1992, is hereby
           incorporated by reference.
4.5        Amended and Restated Declaration of Trust of AmerUs Capital II, dated
           as of July 27, 1998, among the Registrant, First Union Trust Company
           and the administrative trustees named therein, relating to the
           Registrant's 7.0% ACES Units, filed as Exhibit 4.5 on Form 10-Q,
           dated August 13, 1998, is hereby incorporated by reference.
4.6        Certificate of Trust of AmerUs Capital III filed as Exhibit 4.7 to
           the registration statement of the Registrant, AmerUs Capital II and
           AmerUs Capital III, on Form S-3 (No. 333-50249), is hereby
           incorporated by reference.
4.7        Common Trust Securities Guarantee Agreement, dated as of July 27,
           1998, by the Registrant, relating to the Registrant's 7.0% ACES
           Units, filed as Exhibit 4.7 on Form 10-Q, dated August 13, 1998, is
           hereby incorporated by reference.
4.8        QUIPS Guarantee Agreement, dated as of July 27, 1998, by the
           Registrant, relating to the Registrant's 7.0% ACES Units, filed as
           Exhibit 4.8 on Form 10-Q, dated August 13, 1998, is hereby
           incorporated by reference.
4.9        Master Unit Agreement, dated as of July 27, 1998, between the
           Registrant and First Union National Bank relating to the Registrant's
           7.0% ACES Units, filed as Exhibit 4.9 on Form 10-Q, dated August 13,
           1998, is hereby incorporated by reference.
4.10       Call Option Agreement, dated as of July 27, 1998, between Goldman,
           Sachs & Co. and First Union National Bank relating to the
           Registrant's 7.0% ACES Units, filed as Exhibit 4.10 on Form 10-Q,
           dated August 13, 1998, is hereby incorporated by reference.
4.11       Pledge Agreement, dated as of July 27, 1998, among the Registrant,
           Goldman, Sachs & Co. and First Union National Bank relating to the
           Registrant's 7.0% ACES Units, filed as Exhibit 4.11 on Form 10-Q,
           dated August 13, 1998, is hereby incorporated by reference.
4.12       Senior Indenture, dated as of June 16, 1998, by and between the
           Registrant and First Union National Bank, as Indenture Trustee,
           relating to the Registrant's 6.95% Senior Notes, filed as Exhibit
           4.14 on Form 10-Q, dated August 13, 1998, is hereby incorporated by
           reference.
4.13       Subordinated Indenture, dated as of July 27, 1998, by and between the
           Registrant and First Union National Bank, as Indenture Trustee,
           relating to the Registrant's 6.86% Junior Subordinated Deferrable
           Interest Debentures, filed as Exhibit 4.15 on Form 10-Q, dated August
           13, 1998, is hereby incorporated by reference.
4.14*      First Supplement to Indenture dated February 3, 1997 among American
           Mutual Holding Company, AmerUs Life Holdings, Inc. and Wilmington
           Trust Company as Trustee, relating to the Company's 8.85% Junior
           Subordinated Debentures, Series A, dated September 20, 2000.
4.15*      Assignment and Assumption Agreement to Amended and Restated Trust
           Agreement, dated February 3, 1997
           between American Mutual Holding Company and AmerUs Life Holdings,
           Inc., dated September 20, 2000.
4.16*      Assignment and Assumption to Guaranty Agreement, dated February 3,
           1997 between American Mutual Holding Company and AmerUs Life
           Holdings, Inc., dated September 20, 2000.




                                       51


<PAGE>   53


4.17*      First Supplement to Subordinated Indenture, dated July 27, 1998,
           relating to AmerUs Life Holdings, Inc.'s 6.86% Junior Subordinated
           Deferrable Interest Debentures, among American Mutual Holding
           Company, AmerUs Life Holdings, Inc. and First Union National Bank,
           as Indenture Trustee, dated September 20, 2000.
4.18*      First Supplement to Master Unit Agreement dated July 27, 1998,
           relating to AmerUs Life Holdings, Inc.'s 7.0% ACES units, between
           American Mutual Holding Company and First Union National Bank, as
           Unit Agent, dated September 20, 2000.
4.19*      Assignment and Assumption Agreement to the QUIPS Guarantee
           Agreement dated July 27, 1998, relating to AmerUs Life Holdings,
           Inc.'s 7.0% ACES units, between American Mutual Holding Company and
           AmerUs Life Holdings, Inc., dated September 20, 2000.
4.20*      Assignment and Assumption Agreement to the Common Trust Securities
           Guarantee Agreement dated July 27, 1998, relating to AmerUs Life
           Holdings, Inc.'s 7.0% ACES units, between American Mutual Holding
           Company and AmerUs Life Holdings, Inc., dated September 20, 2000.
4.21*      First Supplement to Purchase Contracts between American Mutual
           Holding Company and Holders, as specified, dated September 20, 2000.
4.22*      First Supplement to the Pledge Agreement dated July 27, 1998,
           relating to AmerUs Life Holdings, Inc.'s 7.0% ACES units, among
           American Mutual Holding Company, Goldman Sachs & Co., as Call
           Option Holder, the Chase Manhattan Bank, as Collateral Agent and
           First Union National Bank, as Unit Agent, dated September 20, 2000.
4.23*      First Supplement to Senior Indenture dated June 16, 1998, relating
           to AmerUs Life Holdings, Inc.'s 6.95% Senior Notes, among American
           Mutual Holding Company, AmerUs Life Holdings, Inc. and First Union
           National Bank, as Trustee, dated September 20, 2000.
10.1       Amended and Restated Intercompany Agreement dated as of December 1,
           1996, among American Mutual Holding Company, AmerUs Group Co. and
           the Company.  Filed as Exhibit 10.81 to the Registrant's
           registration statement on Form S-1, Registration Number 333-12239,
           is hereby incorporated by reference.
10.2       Joint Venture Agreement, dated as of June 30, 1996, between American
           Mutual Insurance Company and Ameritas Life Insurance Corp., filed as
           Exhibit 10.2 on Form 10-K, dated March 25, 1998, is hereby
           incorporated by reference.
10.3       Management and Administration Service Agreement, dated as of April
           1, 1996, among American Mutual Life Insurance Company, Ameritas
           Variable Life Insurance Company and Ameritas Life Insurance Corp.,
           filed as Exhibit 10.3 to the registration statement of the
           Registrant on Form S-1, Registration Number 333-12239, is hereby
           incorporated by reference.
10.4       AmerUs Life Holdings, Inc. Executive Stock Purchase Plan, dated
           November 13, 1998, filed as Exhibit 4.11 to the registration
           statement of the Registrant on Form S-8, Registration Number
           333-72237, is hereby incorporated by reference.
10.5       All*AmerUs Supplemental Executive Retirement Plan, effective January
           1, 1996, filed as Exhibit 10.6 to the registration statement of the
           Registrant on Form S-1, Registration Number 333-12239, is hereby
           incorporated by reference.
10.6       Management Incentive Plan, filed as Exhibit 10.9 to the registration
           statement of the Registrant on Form S-1, Registration Number
           333-12239, is hereby incorporated by reference.
10.7       AmerUs Life Insurance Company Performance Share Plan, filed as
           Exhibit 10.10 to the registration statement of the Registrant on
           Form S-1, Registration Number 333-12239, is hereby incorporated by
           reference.
10.8       AmerUs Life Stock Incentive Plan, filed as Exhibit 10.11 to the
           registration statement of the Registrant on Form S-1, Registration
           Number 333-12239, is hereby incorporated by reference.
10.9       AmerUs Life Non-Employee Director Stock Plan, filed as Exhibit 10.13
           to the registration statement of the Registrant on Form S-1,
           Registration Number 333-12239, is hereby incorporated by reference.
10.10      Form of Indemnification Agreement executed with directors and certain
           officers, filed as Exhibit 10.33 to the registration statement of the
           Registrant on Form S-1, Registration Number 333-12239, is hereby
           incorporated by reference.


                                       52


<PAGE>   54



10.11      Tax Allocation Agreement dated as of November 4, 1996, filed as
           Exhibit 10.68 to the registration statement of the Registrant on
           Form S-1, Registration Number 333-12239, is hereby incorporated by
           reference.
10.12      Agreement and Plan of Merger, dated as of August 13, 1997 and as
           amended as of September 5, 1997, among the Registrant, a
           wholly-owned subsidiary of the Registrant and Delta Life
           Corporation, filed as Exhibit 2.2 to the Registrant's report on Form
           8-K on October 8, 1997, is hereby incorporated by reference.
10.13      Credit Agreement, dated as of October 23, 1997, among the
           Registrant, Various Lender Institutions, the Co-Arrangers and The
           Chase Manhattan Bank, as Administrative Agent, filed as Exhibit
           10.84 to the registration statement of the Registrant on Form S-4,
           Registration Number 333-40065, is incorporated by reference.
10.14      Coinsurance Agreement, effective February 1, 1996, between Delta Life
           and Annuity Company and London Life Reinsurance Company, filed as
           Exhibit 10.85 to the registration statement of the Registrant on Form
           S-4, Registration Number 333-40065, is incorporated by reference.
10.15      AmVestors Financial Corporation 1996 Incentive Stock Option Plan,
           filed as Exhibit (4)(a) to Registration Statement of AmVestors
           Financial Corporation on Form S-8, Registration Number 333-14571
           dated October 21, 1996, is hereby incorporated by reference.
10.16      1989 Non-Qualified Stock Option Plan adopted March 17, 1989, filed as
           Exhibit (10)(q) to Form 10-K of AmVestors Financial Corporation,
           dated April 12, 1989, is hereby incorporated by reference.
10.17      Lease - Business Property, dated December 1, 1996, between AmerUs
           Properties, Inc. and AmerUs Life Insurance Company, property 611
           Fifth Avenue, Des Moines, Iowa, filed as Exhibit 10.58 on Form 10-K,
           dated March 25, 1998, is hereby incorporated by reference.
10.18      First Amendment dated February 1, 1998 to Lease Agreement dated
           December 1, 1996 between AmerUs Properties, Inc. and AmerUs Life
           Insurance Company, property 611 Fifth Avenue, Des Moines, Iowa, filed
           as Exhibit 10.59 on Form 10-K, dated March 25, 1998, is hereby
           incorporated by reference.
10.19      Lease - Business Property, dated December 1, 1999, between AmerUs
           Properties, Inc. and AmerUs Life Insurance Company, property 611
           Fifth Avenue, Des Moines, Iowa, filed as Exhibit 10.19 on Form 10-K,
           dated March 8, 2000, is hereby incorporated by reference.
10.20      Lease - Assignment & Assumption Agreement - Business Property, dated
           December 15, 1999, between AmerUs Properties, Inc. and 611 Fifth
           Avenue, L.L.C., property 611 Fifth Avenue, Des Moines, Iowa, filed as
           Exhibit 10.20 on Form 10-K, dated March 8, 2000, is hereby
           incorporated by reference.
10.21      Lease - Business Property, dated December 1, 1996, between AmerUs
           Properties, Inc. and AmerUs Life Insurance Company, 1213 Cherry
           Street, Des Moines, Iowa, filed as Exhibit 10.60 on Form 10-K, dated
           March 25, 1998, is hereby incorporated by reference.
10.22      Lease - Business Property, dated December 1, 1996, between AmerUs
           Properties, Inc. and the Registrant, property 418 Sixth Avenue
           Moines, Iowa, filed as Exhibit 10.61 on Form 10-K, dated March 25,
           1998, is hereby incorporated by reference.
10.23      Revised and Restated Lease - Business Property, dated May 28, 1998,
           between AmerUs Properties, Inc. and the Registrant property, 699
           Walnut Street, Des Moines, Iowa, filed as Exhibit 10.26 on Form 10-K,
           dated March 30, 1999, is hereby incorporated by reference.
10.24      Addendum, dated May 28, 1998 to lease dated May 28, 1998 between
           AmerUs Properties and the Registrant, filed as Exhibit 10.27 on Form
           10-K, dated March 30, 1999, is hereby incorporated by reference.
10.25      Addendum II, dated July 21, 1998, to lease dated May 28, 1998 between
           AmerUs Properties and the Registrant, filed as Exhibit 10.28 on Form
           10-K, dated March 30, 1999, is hereby incorporated by reference.
10.26      Servicing Agreement, dated March 5, 1997, between AmerUs Life
           Insurance Company and AmerUs Properties, Inc., filed as Exhibit 10.64
           on Form 10-K, dated March 25, 1998, is hereby incorporated by
           reference.



                                       53



<PAGE>   55


10.27      Consent dated as of May 20, 1998 to the Credit Agreement dated as of
           October 23, 1997 among the Registrant, Various Lender Institutions,
           the Co-Arrangers and The Chase Manhattan Bank, as Administrative
           Agent, filed as Exhibit 10.72 on Form 10-Q, dated November 12, 1998,
           is hereby incorporated by reference.
10.28      First Amendment dated as of May 30, 1997 to the Credit Agreement
           dated as of October 23, 1997 among the Registrant, Various Lender
           Institutions, the Co-Arrangers and The Chase Manhattan Bank, as
           Administrative Agent, filed as Exhibit 10.73 on Form 10-Q, dated
           November 12, 1998, is hereby incorporated by reference.
10.29      Second Amendment dated as of June 22, 1998 to the Credit Agreement
           dated as of October 23, 1997 among the Registrant, Various Lender
           Institutions, the Co-Arrangers and The Chase Manhattan Bank, as
           Administrative Agent, filed as Exhibit 10.74 on Form 10-Q, dated
           November 12, 1998, is hereby incorporated by reference.
10.30      Second Consent and Amendment dated as of October 2, 1998 to the
           Credit Agreement dated as of October 23, 1997 among the Registrant,
           Various Lender Institutions, the Co-Arrangers and The Chase Manhattan
           Bank, as Administrative Agent, filed as Exhibit 10.75 on Form 10-Q,
           dated November 12, 1998, is hereby incorporated by reference.
10.31      MIP Deferral Plan dated as of September 1, 1998, filed as Exhibit
           10.76 on Form 10-Q, dated November 12, 1998, is hereby incorporated
           by reference.
10.32      Open Line of Credit Application and Terms Agreement, dated March 5,
           1999, between Federal Home Loan Bank of Des Moines and AmerUs Life
           Insurance Company, filed as Exhibit 10.34 on Form 10-Q dated May 14,
           1999, is hereby incorporated by reference.
10.33      Origination Agreement, dated August 1, 1998, between AmerUs Home
           Equity, Inc. and AmerUs Life Insurance Company, filed as Exhibit
           10.36 on Form 10-K, dated March 30, 1999, is hereby incorporated by
           reference.
10.34      Third Waiver to Credit Agreement dated as of November 16, 1998 to the
           Credit Agreement dated as of October 23, 1997 among the Registrant,
           Various Lender Institutions, the Co-Arrangers and The Chase Manhattan
           Bank, as Administrative Agent, filed as Exhibit 10.37 on Form 10-K,
           dated March 30, 1999, is hereby incorporated by reference.
10.35      Fourth Consent and Amendment, dated as of December 4, 1998 to the
           Credit Agreement dated as of October 23, 1997 among the Registrant,
           Various Lender Institutions, the Co-Arrangers and The Chase Manhattan
           Bank, as Administrative Agent, filed as Exhibit 10.38 on Form 10-K,
           dated March 30, 1999, is hereby incorporated by reference.
10.36      Administrative Services Agreement, dated as of August 1, 1998,
           among American Mutual Holding Company, Registrant, AmerUs Group,
           AmerUs Home Equity, Inc., AmerUs Mortgage, Inc., AmerUs Properties,
           Inc., American Capital Management Group, Inc., AmerUs Life Insurance
           Company, AmVestors Financial Corporation, American Investors Life
           Insurance Company, Inc., and Delta Life and Annuity Company,
           filed as Exhibit 10.39 on Form 10-K, dated March 30, 1999, is
           hereby incorporated by reference.
10.37      Facility and Guaranty Agreement, dated February 12, 1999, among The
           First National Bank of Chicago and the Registrant, filed as Exhibit
           10.39 on Form 10-Q dated May 14, 1999, is hereby incorporated by
           reference.
10.38      Form of Reimbursement Agreement, dated February 15, 1999, among the
           Registrant and Roger K. Brooks, Victor N. Daley, Michael G. Fraizer,
           Thomas C. Godlasky, Marcia S. Hanson, Mark V. Heitz and Gary R.
           McPhail, filed as Exhibit 10.40 on Form 10-Q dated May 14, 1999, is
           hereby incorporated by reference.
10.39      Amendment No. 1 to Facility Agreement, dated March 23, 1999, among
           The First National Bank of Chicago and the Registrant, filed as
           Exhibit 10.41 on Form 10-Q dated May 14, 1999, is hereby
           incorporated by reference.
10.40      1999 Non-Employee Stock Option Plan, dated April 19, 1999, filed on
           Form S-3, Registration Number 333-72643, is hereby incorporated by
           reference.
10.41      Fifth Waiver and Amendment to Credit Agreement dated as of October 1,
           1998 to the Credit Agreement dated as of October 23, 1997 among the
           Registrant, Various Lender Institutions, the Co-Arrangers and The
           Chase Manhattan Bank, as Administrative Agent, filed as Exhibit 10.43
           on Form 10-Q dated August 13, 1999, is hereby incorporated by
           reference.




                                       54


<PAGE>   56


10.42      Sixth Amendment to Credit Agreement dated as of May 18, 1999 to the
           Credit Agreement dated as of October 23, 1997 among the Registrant,
           Various Lender Institutions, the Co-Arrangers and The Chase Manhattan
           Bank, as Administrative Agent, filed as Exhibit 10.44 on Form 10-Q
           dated August 13, 1999, is hereby incorporated by reference.
10.43      Administrative Services Agreement, dated as of January 1, 2000,
           among American Mutual Holding Company, the Registrant, AmerUs Group
           Co., AmerUs Home Equity, Inc. AmerUs Mortgage, Inc., AmerUs
           Properties, Inc., American Capital Management Group, Inc., AmerUs
           Life Insurance Company, AmVestors Financial Corporation, and Delta
           Life and Annuity Company, filed as Exhibit 10.43 on Form 10-K,
           dated March 8, 2000, is hereby incorporated by reference.
10.44      Amendment No. 2 to Facility Agreement, dated January 25, 2000,
           among The First National Bank of Chicago and the Registrant, filed
           as Exhibit 10.44 on Form 10-K, dated March 8, 2000, is hereby
           incorporated by reference.
10.45      Irrevocable Standby Letter of Credit Application and Terms Agreement,
           dated February 1, 2000, between Federal Home Loan Bank of Des Moines
           and AmerUs Life Insurance Company, filed as Exhibit 10.45 on Form
           10-K, dated March 8, 2000, is hereby incorporated by reference.
10.46      Seventh Amendment to Credit Agreement dated as of December 23, 1999
           to the Credit Agreement dated as of October 23, 1997 among the
           Registrant, Various Lender Institutions, the Co-Arrangers and The
           Chase Manhattan Bank, as Administrative Agent, filed as Exhibit 10.46
           on Form 10-K, dated March 8, 2000, is hereby incorporated by
           reference.
10.47      Investment Advisory Agreements, dated as of February 18, 2000, by and
           between Indianapolis Life Insurance Company, Bankers Life Insurance
           Company of New York, IL Annuity and Insurance Company, Western
           Security Life Insurance Company and AmerUs Capital Management Group,
           Inc. filed as Exhibits 10.1,10.3, 10.4 and 10.2, respectively, to the
           Registrant's report on Form 8-K/A on March 6, 2000, are hereby
           incorporated by reference.
10.48      Advance, Pledge and Security Agreement, dated April 12, 2000, by and
           between the Federal Home Loan Bank of Topeka and American Investors
           Life Insurance Company, Inc., filed as Exhibit 10.48 on Form 10-Q,
           dated May 15, 2000, is hereby incorporated by reference.
10.49      Institutional Custody Agreement, dated April 12, 2000, by and between
           the Federal Home Loan Bank of Topeka and American Investors Life
           Insurance Company, Inc., filed as Exhibit 10.49 on Form 10-Q, dated
           May 15, 2000, is hereby incorporated by reference.
10.50      Line of Credit Application, dated April 12, 2000, by and between the
           Federal Home Loan Bank of Topeka and American Investors Life
           Insurance Company, Inc., filed as Exhibit 10.50 on Form 10-Q, dated
           May 15, 2000, is hereby incorporated by reference.
10.51      Stock Purchase Agreement, dated February 1, 2000, by and among
           AmVestors Financial Corporation, Creative Marketing International
           Corporation and the Stockholders of Creative Marketing International
           Corporation, filed as Exhibit 10.51 on Form 10-Q, dated May 15, 2000,
           is hereby incorporated by reference.
10.52      Stock Purchase Agreement, dated February 23, 2000, by and among
           American Investors Sales Group, Inc., Community Bank Marketing, Inc.
           and Community Financial Services, Inc., filed as Exhibit 10.52 on
           Form 10-Q, dated May 15, 2000, is hereby incorporated by reference.
10.53      Agreement for Advances, Pledge and Security Agreement, dated March
           12, 1992, by and between Central Life Assurance Company and the
           Federal Home Loan Bank of Des Moines, filed as Exhibit 10.53 on Form
           10-Q, dated May 15, 2000, is hereby incorporated by reference.
10.54      Agreement for Advances, Pledge and Security Agreement, dated
           September 1, 1995, by and between American Vanguard Life Insurance
           Company and the Federal Home Loan Bank of Des Moines, filed as
           Exhibit 10.54 on Form 10-Q, dated May 15, 2000, is hereby
           incorporated by reference.
10.55      Agreement and Plan of Merger, dated September 30, 1998, by and
           among AmVestors Financial Corporation, Senior Benefit Services of
           Kansas, Inc., Senior Benefit Services Insurance Agency, Inc.,
           National Senior Benefit Services, Inc. and Richard McCarter, filed
           as Exhibit 10.55 on Form 10-Q, dated May 15, 2000, is hereby
           incorporated by reference.




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<PAGE>   57



10.56      Lease - Business Property, dated January 1, 2000, between AmerUs
           Properties, Inc. and Registrant for the property located at 1213
           Cherry Street, Des Moines, Iowa, filed as Exhibit 10.56 on Form 10-Q,
           dated August 14, 2000, is hereby incorporated by reference.
10.57      Eighth Amendment to Credit Agreement dated as of June 23, 2000 to the
           Credit Agreement dated as of October 23, 1997 among the Registrant,
           various Lender Institutions, the Co-Arrangers and The Chase Manhattan
           Bank, as Administrative Agent, filed as Exhibit 10.57 on Form 10-Q,
           dated August 14, 2000, is hereby incorporated by reference.
10.58*     Affirmation Agreement to Facility and Guaranty Agreement dated
           February 12, 1999 by American Mutual Holding Company, survivor of a
           merger with AmerUs Life Holdings, Inc. in favor of the Agent and the
           Lenders, dated September 20, 2000.
10.59*     Amendment to Facility and Guaranty Agreement dated February 12, 1999
           among The First National Bank of Chicago and AmerUs Group Co.,
           dated September 20, 2000.
10.60*     Acknowledgement and Assumption Agreement to Credit Agreement dated
           October 23, 1997, among American Mutual Holding Company and The Chase
           Manhattan Bank, as Administrative Agent for Various Lender
           Institutions, dated September 20, 2000.
11*        Statement Re: Computation of Earnings Per Share.
27.1*      Financial Data Schedule.
99.1       Retirement Agreement, dated June 27, 1997, by and between Victor N.
           Daley and Registrant filed as Exhibit 99.5 on Form 10-K, dated March
           30, 1999, is hereby incorporated by reference.
99.2       First Amendment to Employment Agreement, dated as of April 15, 1999,
           to the Employment Agreement dated as of September 19, 1997, among
           Mark V. Heitz, AmVestors Financial Corporation, American Investors
           Life Insurance Company, Inc., AmVestors Investment Group, Inc.,
           American Investors Sales Group, Inc., and the Registrant, filed
           as Exhibit 99.4 on Form 10-Q dated August 13, 1999, is hereby
           incorporated by reference.
99.3       Supplemental Benefit Agreement, dated as of April 15, 1999, among
           Roger K. Brooks and the Registrant, filed as Exhibit 99.5 on Form
           10-Q dated August 13, 1999, is hereby incorporated by reference.
99.4       Form of Supplemental Benefit Agreement, dated as of April 15, 1999,
           among the Registrant and Victor N. Daley, Michael G. Fraizer,
           Thomas C. Godlasky and Gary R. McPhail, filed as Exhibit 99.6 on
           Form 10-Q dated August 13, 1999, is hereby incorporated by
           reference.
99.5       Amended and Restated Employment Agreement, dated as of April 15,
           1999, among Marcia S. Hanson and the Registrant, filed as Exhibit
           99.7 on Form 10-Q dated August 13, 1999, is hereby incorporated by
           reference.
99.6       Agreement and Release, dated as of December 31, 1999, by and between
           Marcia S. Hanson, Registrant, AmerUs Group Co., American Mutual
           Holding Company, and all of their respective subsidiaries and
           affiliates, filed as Exhibit 99.6 on Form 10-K, dated March 8, 2000,
           is hereby incorporated by reference.
99.7       Form of Supplemental Benefit Agreement, dated as of February 7,
           2000, among the Registrant and Victor N. Daley, Michael G. Fraizer,
           Thomas C. Godlasky and Gary R. McPhail, filed as Exhibit 99.7 on
           Form 10-K, dated March 8, 2000, is hereby incorporated by reference.
99.8       Retirement Agreement, dated March 14, 2000, by and between Victor N.
           Daley and Registrant, filed as Exhibit 99.8 on Form 10-Q, dated May
           15, 2000, is hereby incorporated herein.

----------------------

*      included herein



                                       56